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

FORM 6-K

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

May 3, 2016

Commission File Number: 001-15128

United Microelectronics Corporation
———————————————————————————————————
(Translation of registrant’s name into English)
 
No. 3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    United Microelectronics Corporation
     
Date: May 3, 2016 By: Chitung Liu

 
  Name:  Chitung Liu
  Title: CFO
     

 
EXHIBIT INDEX

Exhibit No.   Description

 
99.1     CONSOLIDATED FINANCIAL STATEMENTS
     


exhibit99_1.htm - Generated by SEC Publisher for SEC Filing

 

 

 

 

UNITED MICROELECTRONICS CORPORATION

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT ACCOUNTANTS

FOR THE THREE-MONTH PERIODS ENDED

MARCH 31, 2016 AND 2015

 

 

 

 

 

 

 

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 (collectively, the “Company”) as of March 31, 2016 and 2015, the related consolidated statements of comprehensive income for the three-month periods ended March 31, 2016 and 2015 and consolidated statements of changes in equity and cash flows for the three-month periods ended March 31, 2016 and 2015.  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 other independent accountants.  Our review, insofar as it related to the investments accounted for under the equity method balances of NT$6,386 million and NT$4,631 million, which represented 1.85% and 1.44% of the total consolidated assets as of March 31, 2016 and 2015, respectively, the related shares of investment income from the associates and joint ventures amounted to NT$19 million and NT$(9) million, which represented 62.27% and (0.20)% of the consolidated income from continuing operations before income tax for the three-month periods ended March 31, 2016 and 2015, respectively, and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$358 million and NT$209 million, which represented (70.94)% and 5.49% of the consolidated total comprehensive income, for the three-month periods ended March 31, 2016 and 2015, respectively, are based solely on the reports of 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 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” which is endorsed by Financial Supervisory Commission of the Republic of China.

 

 

 

 

ERNST & YOUNG

 

Taiwan

Republic of China

 

April 27, 2016

 

Notice to Readers

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

 

2


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2016, December 31, 2015 and March 31, 2015 (March 31, 2016 and 2015 are unaudited)

(Expressed in Thousands of New Taiwan Dollars)

                 
       

As of

Assets

 

Notes

 

March 31, 2016

 

December 31, 2015

 

March 31, 2015

Current assets

               

Cash and cash equivalents

 

6(1)

 

$ 59,541,389

 

$ 53,290,433

 

$ 53,632,056

Financial assets at fair value through profit or loss, current

 

6(2), 12(7)

 

766,382

 

664,918

 

900,934

Notes receivable

     

7,473

 

58,588

 

67,953

Accounts receivable, net

 

6(3)

 

19,344,179

 

19,059,774

 

20,553,750

Accounts receivable-related parties, net

 

7

 

299,645

 

213,460

 

1,370

Other receivables

     

788,497

 

632,885

 

553,107

Current tax assets

     

26,249

 

24,335

 

36,445

Inventories, net

 

6(4)

 

15,835,597

 

17,641,385

 

15,641,351

Prepayments

     

3,500,764

 

2,164,296

 

1,519,517

Non-current assets held for sale

 

6(24)

 

-

 

-

 

5,813,415

Other current assets

     

1,808,655

 

1,066,447

 

2,313,713

Total current assets

     

101,918,830

 

94,816,521

 

101,033,611

                 

Non-current assets

               

Financial assets at fair value through profit or loss, noncurrent

 

6(2), 12(7)

 

171,700

 

81,933

 

44,338

Available-for-sale financial assets, noncurrent

 

6(5), 12(7)

 

23,700,996

 

23,800,686

 

26,821,106

Financial assets measured at cost, noncurrent

 

6(6)

 

3,277,224

 

3,888,309

 

3,855,368

Investments accounted for under the equity method

 

6(7)

 

12,570,015

 

12,379,859

 

9,337,152

Property, plant and equipment

 

6(8), 8

 

186,080,631

 

186,433,395

 

165,956,301

Intangible assets

 

6(9),7

 

4,241,689

 

4,504,088

 

4,492,321

Deferred tax assets

 

6(22)

 

2,987,503

 

2,294,935

 

2,043,214

Prepayment for equipment

     

3,857,753

 

2,333,981

 

2,602,567

Refundable deposits

 

8

 

2,107,423

 

2,638,788

 

1,145,916

Other noncurrent assets-others

     

4,016,934

 

4,194,315

 

3,732,912

Total non-current assets

     

243,011,868

 

242,550,289

 

220,031,195

                 

Total assets

     

$ 344,930,698

 

$ 337,366,810

 

$ 321,064,806

                 

(continued)

 

3


 
 

 

English Translation of Consolidated Financial Statements Originally Issued in Chinese

UNITED MICROELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

March 31, 2016, December 31, 2015 and March 31, 2015 (March 31, 2016 and 2015 are unaudited)

(Expressed in Thousands of New Taiwan Dollars)

                 
       

As of

Liabilities and Equity

 

Notes

 

March 31, 2016

 

December 31, 2015

 

March 31, 2015

Current liabilities

               

Short-term loans

 

6(10), 8

 

$ 7,398,308

 

$ 5,505,049

 

$ 7,216,847

Financial liabilities at fair value through profit or loss, current

 

6(11), 12(7)

 

-

 

999

 

-

Notes and accounts payable

     

6,318,663

 

5,954,249

 

6,382,973

Other payables

     

11,904,401

 

12,522,765

 

11,942,069

Payables on equipment

     

8,253,896

 

14,657,626

 

7,411,869

Current tax liabilities

     

2,446,220

 

1,996,006

 

2,737,970

Liabilities directly associated with non-current assets held for sale

 

6(24)

 

-

 

-

 

4,448,125

Current portion of long-term liabilities

 

6(13),8

 

4,342,865

 

6,601,721

 

3,637,118

Other current liabilities

     

966,493

 

1,007,103

 

665,974

Total current liabilities

     

41,630,846

 

48,245,518

 

44,442,945

                 

Non-current liabilities

               

Bonds payable

 

6(12)

 

41,722,098

 

41,636,670

 

24,978,847

Long-term loans

 

6(13), 8

 

6,998,741

 

5,887,737

 

9,911,068

Deferred tax liabilities

 

6(22)

 

1,665,596

 

1,674,432

 

1,847,133

Net defined benefit liabilities, noncurrent

     

3,891,667

 

3,890,801

 

3,832,717

Guarantee deposits

     

500,735

 

509,708

 

478,099

Other noncurrent liabilities-others

 

9(4)

 

20,076,678

 

6,704,541

 

6,311,765

Total non-current liabilities

     

74,855,515

 

60,303,889

 

47,359,629

                 

Total liabilities

     

116,486,361

 

108,549,407

 

91,802,574

                 

Equity attributable to the parent company

               

Capital

 

6(15), 6(16)

           

Common stock

     

127,581,329

 

127,581,329

 

127,477,628

Capital collected in advance

     

-

 

-

 

32,096

Additional paid-in capital

 

6(12), 6(15), 6(16)

           

Premiums

     

37,253,121

 

37,253,121

 

37,219,718

Treasury stock transactions

     

1,509,386

 

1,509,386

 

1,255,514

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

     

707,386

 

705,819

 

348,342

disposing subsidiaries and the carrying amounts of the subsidiaries

               

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

     

109,540

 

109,365

 

114,434

Employee stock options

     

-

 

-

 

99,958

Stock options

     

1,572,121

 

1,572,121

 

-

Other

     

542,941

 

501,757

 

567,530

Retained earnings

 

6(15)

           

Legal reserve

     

7,725,978

 

7,725,978

 

6,511,844

Unappropriated earnings

     

43,184,269

 

42,981,664

 

41,803,623

Other components of equity

               

Exchange differences on translation of foreign operations

     

795,936

 

1,978,583

 

(1,804,697)

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

     

9,313,317

 

8,696,821

 

14,107,277

Treasury stock

 

6(15)

 

(3,825,606)

 

(3,825,606)

 

(2,303,609)

Total equity attributable to the parent company

     

226,469,718

 

226,790,338

 

225,429,658

                 

Non-controlling interests

 

6(15)

 

1,974,619

 

2,027,065

 

3,832,574

Total equity

     

228,444,337

 

228,817,403

 

229,262,232

                 

Total liabilities and equity

     

$ 344,930,698

 

$ 337,366,810

 

$ 321,064,806

                 

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 periods ended March 31, 2016 and 2015

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

           

   

For the three-month periods ended March 31,

 

Notes

 

2016

 

2015

Operating revenues

6(17), 7, 14

       

Sales revenues

   

$ 33,293,837

 

$ 37,200,156

Less: Sales returns and discounts

   

(346,906)

 

(493,739)

Net sales

   

32,946,931

 

36,706,417

Other operating revenues

   

1,457,148

 

943,227

Net operating revenues

   

34,404,079

 

37,649,644

Operating costs

6(4), 6(14), 6(16), 6(18), 14

       

Costs of goods sold

   

(28,810,582)

 

(27,652,403)

Other operating costs

   

(559,504)

 

(842,132)

Operating costs

   

(29,370,086)

 

(28,494,535)

Gross profit

   

5,033,993

 

9,155,109

Operating expenses

6(14), 6(16), 6(18), 7, 14

       

Sales and marketing expenses

   

(1,009,482)

 

(1,044,487)

General and administrative expenses

   

(970,435)

 

(953,013)

Research and development expenses

   

(3,084,628)

 

(2,916,323)

Subtotal

   

(5,064,545)

 

(4,913,823)

Net other operating income and expenses

6(19)

 

14,104

 

(142,614)

Operating income (loss)

   

(16,448)

 

4,098,672

Non-operating income and expenses

         

Other income

6(20)

 

99,470

 

74,095

Other gains and losses

6(20), 14

 

396,799

 

331,539

Finance costs

6(8), 6(20)

 

(181,909)

 

(114,734)

Share of profit or loss of associates and joint ventures

6(7), 14

 

(100,425)

 

41,806

Exchange loss, net

12

 

(167,398)

 

(77,268)

Subtotal

   

46,537

 

255,438

Income from continuing operations before income tax

   

30,089

 

4,354,110

Income tax benefit (expense)

6(22), 14

 

49,091

 

(441,638)

Net income

   

79,180

 

3,912,472

Other comprehensive income (loss)

6(21)

       

Items that may be reclassified subsequently to profit or loss

         

Exchange differences on translation of foreign operations

   

(1,161,341)

 

(890,828)

Unrealized gain on available-for-sale financial assets

   

331,137

 

617,059

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

6(7)

 

294,300

 

178,692

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

6(22)

 

(47,320)

 

(12,021)

Total other comprehensive income (loss), net of tax

   

(583,224)

 

(107,098)

           

Total comprehensive income (loss)

   

$ (504,044)

 

$ 3,805,374

           

Net income attributable to:

         

Stockholders of the parent

   

$ 209,632

 

$ 3,979,910

Non-controlling interests

   

(130,452)

 

(67,438)

     

$ 79,180

 

$ 3,912,472

           

Comprehensive income (loss) attributable to:

         

Stockholders of the parent

   

$ (356,519)

 

$ 3,909,778

Non-controlling interests

   

(147,525)

 

(104,404)

     

$ (504,044)

 

$ 3,805,374

           

Earnings per share (NTD)

6(23)

       

Earnings per share-basic

   

$ 0.02

 

$ 0.32

Earnings per share-diluted

   

$ 0.02

 

$ 0.31

           

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 three-month periods ended March 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

                                               
   

 

Equity Attributable to the Parent Company

       
   

Capital

   

Retained Earnings

 

Other Components of Equity

             

Notes

 

Common Stock

 

Collected in
Advance

 

Additional
Paid-in Capital

 

Legal Reserve

 

Unappropriated
Earnings

 

Exchange Differences on Translation of Foreign Operations

 

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

 

Treasury Stock

 

Total

 

Non-
Controlling
Interests

 

Total Equity

Balance as of January 1, 2015

6(15)

 

$ 127,252,078

 

$ 50,970

 

$ 39,447,879

 

$ 6,511,844

 

$ 37,827,179

 

$ (899,979)

 

$ 13,272,691

 

$ (2,303,609)

 

$ 221,159,053

 

$ 3,849,798

 

$ 225,008,851

Net income for the three-month ended March 31, 2015

6(15)

 

-

 

-

 

-

 

-

 

3,979,910

 

-

 

-

 

-

 

3,979,910

 

(67,438)

 

3,912,472

Other comprehensive income (loss), net of tax for the three-month ended March 31, 2015

6(15), 6(21)

 

-

 

-

 

-

 

-

 

-

 

(904,718)

 

834,586

 

-

 

(70,132)

 

(36,966)

 

(107,098)

Total comprehensive income (loss)

   

-

 

-

 

-

 

-

 

3,979,910

 

(904,718)

 

834,586

 

-

 

3,909,778

 

(104,404)

 

3,805,374

Share-based payment transaction

6(15), 6(16)

 

225,550

 

(18,874)

 

8,386

 

-

 

-

 

-

 

-

 

-

 

215,062

 

-

 

215,062

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

   

-

 

-

 

23,196

 

-

 

-

 

-

 

-

 

-

 

23,196

 

-

 

23,196

Changes in subsidiaries' ownership

6(15)

 

-

 

-

 

(563)

 

-

 

(3,466)

 

-

 

-

 

-

 

(4,029)

 

87,180

 

83,151

Others

   

-

 

-

 

126,598

 

-

 

-

 

-

 

-

 

-

 

126,598

 

-

 

126,598

Balance as of March 31, 2015

6(15)

 

$ 127,477,628

 

$ 32,096

 

$ 39,605,496

 

$ 6,511,844

 

$ 41,803,623

 

$ (1,804,697)

 

$ 14,107,277

 

$ (2,303,609)

 

$ 225,429,658

 

$ 3,832,574

 

$ 229,262,232

                                               

Balance as of January 1, 2016

6(15)

 

$ 127,581,329

 

$ -

 

$ 41,651,569

 

$ 7,725,978

 

$ 42,981,664

 

$ 1,978,583

 

$ 8,696,821

 

$ (3,825,606)

 

$ 226,790,338

 

$ 2,027,065

 

$ 228,817,403

Net income for the three-month ended March 31, 2016

6(15)

 

-

 

-

 

-

 

-

 

209,632

 

-

 

-

 

-

 

209,632

 

(130,452)

 

79,180

Other comprehensive income (loss), net of tax for the three-month ended March 31, 2016

6(15), 6(21)

 

-

 

-

 

-

 

-

 

-

 

(1,182,647)

 

616,496

 

-

 

(566,151)

 

(17,073)

 

(583,224)

Total comprehensive income (loss)

   

-

 

-

 

-

 

-

 

209,632

 

(1,182,647)

 

616,496

 

-

 

(356,519)

 

(147,525)

 

(504,044)

                                               

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

   

-

 

-

 

176

 

-

 

-

 

-

 

-

 

-

 

176

 

-

 

176

Changes in subsidiaries' ownership

6(15)

 

-

 

-

 

1,567

 

-

 

(7,027)

 

-

 

-

 

-

 

(5,460)

 

100,107

 

94,647

Decrease in non-controlling interests

6(15)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,028)

 

(5,028)

Others

   

-

 

-

 

41,183

 

-

 

-

 

-

 

-

 

-

 

41,183

 

-

 

41,183

Balance as of March 31, 2016

6(15)

 

$ 127,581,329

 

$ -

 

$ 41,694,495

 

$ 7,725,978

 

$ 43,184,269

 

$ 795,936

 

$ 9,313,317

 

$ (3,825,606)

 

$ 226,469,718

 

$ 1,974,619

 

$ 228,444,337

                                               

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 three-month periods ended March 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the three-month periods ended March 31,

   

2016

 

2015

Cash flows from operating activities:

       

Net income before tax

 

$ 30,089

 

$ 4,354,110

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

       

Depreciation

 

12,095,554

 

10,310,797

Amortization

 

569,849

 

437,399

Bad debt reversal

 

(105)

 

(9,429)

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

 

(152,695)

 

(129,825)

Interest expense

 

156,352

 

101,040

Interest revenue

 

(99,470)

 

(74,095)

Share-based payment

 

-

 

120

Share of loss (profit) of associates and joint ventures

 

100,425

 

(41,806)

Gain on disposal of property, plant and equipment

 

(20,143)

 

(52,113)

Gain on disposal of non-current assets held for sale

 

-

 

(41,203)

Gain on disposal of investments

 

(222,621)

 

(189,697)

Impairment loss on financial assets

 

90,164

 

63,090

Impairment loss on non-financial assets

 

-

 

225,530

Exchange gain on financial assets and liabilities

 

(107,604)

 

(12,705)

Amortization of deferred income

 

(8,825)

 

(9,866)

Income and expense adjustments

 

12,400,881

 

10,577,237

Changes in operating assets and liabilities:

       

Financial assets and liabilities at fair value through profit or loss

 

(18,869)

 

(148,100)

Notes receivable and accounts receivable

 

(409,382)

 

2,039,066

Other receivables

 

(185,107)

 

80,238

Inventories

 

1,739,624

 

(417,462)

Prepayments

 

(1,375,286)

 

479,637

Other current assets

 

(703,013)

 

800,844

Notes and accounts payable

 

395,732

 

(32,722)

Other payables

 

(110,847)

 

(177,072)

Other current liabilities

 

2,854

 

(316,993)

Net defined benefit liabilities

 

866

 

7,226

Other noncurrent liabilities-others

 

24,593

 

586

Cash generated from operations

 

11,792,135

 

17,246,595

Interest received

 

108,467

 

93,767

Dividend received

 

-

 

113,069

Interest paid

 

(207,927)

 

(217,609)

Income tax paid

 

(243,200)

 

(366,011)

Net cash provided by operating activities

 

11,449,475

 

16,869,811

         

(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 three-month periods ended March 31, 2016 and 2015

(Expressed in Thousands of New Taiwan Dollars)

         
   

For the three-month periods ended March 31,

   

2016

 

2015

Cash flows from investing activities:

       

Acquisition of financial assets at fair value through profit or loss

 

$ (192,650)

 

$ -

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

 

167,580

 

-

Acquisition of available-for-sale financial assets

 

(45,468)

 

(1,897,155)

Proceeds from disposal of available-for-sale financial assets

 

642,088

 

208,591

Acquisition of financial assets measured at cost

 

-

 

(74,894)

Proceeds from disposal of financial assets measured at cost

 

518,588

 

-

Increase in prepayment for investments

 

(38,716)

 

(90,824)

Proceeds from capital reduction and liquidation of investments

 

5,637

 

9,782

Acquisition of subsidiaries (net of cash acquired)

 

-

 

414,958

Acquisition of property, plant and equipment

 

(20,487,126)

 

(14,892,734)

Proceeds from disposal of property, plant and equipment

 

20,482

 

44,214

Proceeds from disposal of non-current assets held for sale

 

-

 

641,866

Increase in refundable deposits

 

(284,795)

 

(79,739)

Decrease in refundable deposits

 

743,430

 

79,110

Acquisition of intangible assets

 

(452,361)

 

(344,092)

Increase in other noncurrent assets-others

 

(34,530)

 

(519,349)

Decrease in other noncurrent assets-others

 

134,657

 

2,304

Net cash used in investing activities

 

(19,303,184)

 

(16,497,962)

Cash flows from financing activities:

       

Increase in short-term loans

 

2,072,462

 

5,334,629

Decrease in short-term loans

 

(14,832)

 

(4,468,155)

Proceeds from long-term loans

 

2,000,000

 

3,404,410

Repayments of long-term loans

 

(3,148,277)

 

(2,554,183)

Increase in guarantee deposits

 

2,262

 

32,868

Decrease in guarantee deposits

 

(2,464)

 

(2,002)

Increase in other financial liabilities

 

13,634,108

 

6,107,635

Exercise of employee stock options

 

-

 

214,943

Acquisition of subsidiaries

 

(5,028)

 

-

Change in non-controlling interests

 

60

 

84,530

Net cash provided by financing activities

 

14,538,291

 

8,154,675

Effect of exchange rate changes on cash and cash equivalents

 

(433,626)

 

(775,643)

Net increase in cash and cash equivalents

 

6,250,956

 

7,750,881

Cash and cash equivalents at beginning of period

 

53,290,433

 

46,212,423

Cash and cash equivalents at end of period

 

$ 59,541,389

 

$ 53,963,304

         

Reconciliation of the balances of cash and cash equivalents at end of period:

       

Cash and cash equivalents balances on the consolidated balance sheets

 

$ 59,541,389

 

$ 53,632,056

Cash and cash equivalents included in non-current assets held for sale

 

-

 

331,248

Cash and cash equivalents at end of period

 

$ 59,541,389

 

$ 53,963,304

         

Investing activities partially paid by cash:

       

Cash paid for acquiring property, plant and equipment

       

Increase in property, plant and equipment

 

$ 14,088,971

 

$ 11,821,574

Add: Payable at beginning of period

 

14,765,601

 

10,742,203

Less: Payable at end of period

 

(8,367,446)

 

(7,671,043)

Cash paid

 

$ 20,487,126

 

$ 14,892,734

         

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 Three-Month Periods Ended March 31, 2016 and 2015

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

 

1.    HISTORY AND ORGANIZATION

 

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

 

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

 

The consolidated financial statements of UMC and its subsidiaries (“the Company”) were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on April 27, 2016.

 

3.    NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

 

Standards issued by International Accounting Standards Board (IASB) but not yet endorsed by Financial Supervisory Commission (FSC) (the effective dates are to be determined by FSC):

 

 

 

 

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

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

IAS 19

 

Defined Benefit Plans: Employee Contributions

 

July 1, 2014

 

 

Improvements to International Financial Reporting Standards (2010-2012 cycle)

 

 

IFRS 2

 

Share-based Payment

 

July 1, 2014

IFRS 3

 

Business Combinations

 

July 1, 2014

IFRS 8

 

Operating Segments

 

July 1, 2014

IFRS 13

 

Fair Value Measurement

 

-

IAS 16

 

Property, Plant and Equipment

 

July 1, 2014

IAS 24

 

Related Party Disclosures

 

July 1, 2014

IAS 38

 

Intangible Assets

 

July 1, 2014

 

9


 

 

 

 

 

 

 

No.

 

The projects of Standards or Interpretations

 

Effective for annual periods beginning on or after

 

 

Improvements to International Financial Reporting Standards (2011-2013 cycle)

 

 

IFRS 1

 

First-time Adoption of International Financial Reporting Standards

 

-

IFRS 3

 

Business Combinations

 

July 1, 2014

IFRS 13

 

Fair Value Measurement

 

July 1, 2014

IAS 40

 

Investment Property

 

July 1, 2014

IFRS 14

 

Regulatory Deferral Accounts

 

January 1, 2016

IFRS 11

 

Accounting for Acquisitions of Interests in Joint Operations

 

January 1, 2016

IAS 16 and

IAS 38

 

Clarification of Acceptable Methods of Depreciation and Amortization

 

January 1, 2016

IFRS 15

 

Revenue from Contracts with Customers

 

January 1, 2018

IAS 16 and

IAS 41

 

Agriculture: Bearer Plants

 

January 1, 2016

IFRS 9

 

Financial Instruments

 

January 1, 2018

IAS 27

 

Equity Method in Separate Financial Statements

 

January 1, 2016

IFRS 10 and IAS 28

 

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

 

-

 

 

Improvements to International Financial Reporting Standards (2012 - 2014 cycle)

 

 

IFRS 5

 

Non-current Assets Held for Sale and Discontinued Operations

 

January 1, 2016

IFRS 7

 

Financial Instruments: Disclosures

 

January 1, 2016

IAS 19

 

Employee Benefits

 

January 1, 2016

IAS 34

 

Interim Financial Reporting

 

January 1, 2016

IAS 1

 

Disclosure Initiative

 

January 1, 2016

IFRS 10, IFRS 12 and IAS 28

 

Investment Entities: Applying the Consolidation Exception

 

January 1, 2016

IFRS 16

 

Leases

 

January 1, 2019

IAS 12

 

Recognition of Deferred Tax Assets for Unrealized Losses

 

January 1, 2017

IAS 7

 

Disclosure Initiative

 

January 1, 2017

IFRS 15

 

Revenue from Contracts with Customers

 

January 1, 2018

 

10


 

 

 

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

 

(1)   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 (CGU) when an impairment loss has been recognized or reversed during the period.  The amendment also requires detailed disclosure of how the fair value less costs of disposal has been determined when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in the measurements.  The amendment is effective for annual periods beginning on or after January 1, 2014.

 

(2)   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.

 

(3)   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.

 

(4)   IFRS 8 “Operating Segments”

The amendments require an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments.  The amendments also clarify that an entity shall only provide reconciliations of the total of the reportable segments’ assets to the entity’s assets if the segment assets are reported regularly to the Chief Operating Decision Maker (CODM).  The amendment is effective for annual periods beginning on or after July 1, 2014.

 

11


 

 

 

(5)   IFRS 13 “Fair Value Measurement”

The amendment to the Basis for Conclusions of IFRS 13 “Fair Value Measurement” (IFRS 13) clarifies that when deleting paragraph B5.4.12 of IFRS 9 Financial Instruments” (IFRS 9) and paragraph AG79 of IAS 39 Financial Instruments: Recognition and Measurement” (IAS 39) as consequential amendments from IFRS 13, the IASB did not intend to change the measurement requirements for short-term receivables and payables.

 

(6)   IAS 24 “Related Party Disclosures”

The amendment clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity.  The amendment is effective for annual periods beginning on or after July 1, 2014.

 

(7)   IFRS 13 “Fair Value Measurement”

The amendment clarifies that paragraph 52 of IFRS 13 includes a scope exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis.  The objective of this amendment is to clarify that this portfolio exception applies to all contracts within the scope of IAS 39 or IFRS 9, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation” (IAS 32).  The amendment is effective for annual periods beginning on or after July 1, 2014.

 

(8)   IFRS 11 “Accounting for Acquisitions of Interests in Joint Operations” (Amendment)

The amendments require that the relevant principles on business combinations accounting in IFRS 3 “Business Combinations” (IFRS 3) and other standards should be applied in accounting for the acquisition of an interest in a joint operation in which the activity constitutes a business.  The amendments are applicable to both the acquisition of the initial interest in a joint operation with an existing business and the acquisition of an additional interest in the same joint operation.  However, a previously held interest is not remeasured when the acquisition of an additional interest in the same joint operation results in retaining joint control.  Transactions between an investor and a joint operation under common control are also excluded.  The amendment is effective for annual periods beginning on or after January 1, 2016 with earlier application permitted.  The impact that adoption of the new amendment will have on our financial position and results of operation will be dependent upon the specific terms of any applicable future acquisition of joint arrangements.

 

12


 

 

 

(9)   IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortisation” (Amendment)

The amendment to IAS 16 Property, Plant and Equipment clarifies that depreciation of an item of property, plant and equipment based on revenue generated by using the asset is not appropriate.  The amendment to IAS 38 Intangible Assets establishes a rebuttable presumption that amortization of an intangible asset based on revenue generated by using the asset is inappropriate.  The presumption may only be rebutted in certain limited circumstances where the intangible asset is expressed as a measure of revenue; or where it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.  The amendment is effective for annual periods beginning on or after January 1, 2016 with earlier application permitted.

 

(10) IFRS 15 “Revenue from Contracts with Customers”

The core principle of IFRS 15 “Revenue from Contracts with Customers” (IFRS 15) is that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry.  Extensive disclosures will be required, including disaggregation of total revenue; information related to performance obligations; changes in contract asset and liability account balances between periods and key judgments and estimates.  The standard will apply to annual periods beginning on or after January 1, 2018 with early adoption permitted.

 

(11) IFRS 9 “Financial Instruments”

The IASB has issued the final version of IFRS 9, which combines classification and measurement, the expected credit loss impairment model and hedge accounting.  The standard will replace IAS 39 and all previous versions of IFRS 9 which introduced new classification and measurement requirements (in 2009 and 2010) and a new hedge accounting model (in 2013).  The final completed version of IFRS 9 requires the followings: (1) Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics.  Financial liabilities are measured at amortized cost or fair value through profit or loss.  Furthermore there is requirement that “own credit risk” adjustments are not recognized in profit or loss.  (2) Impairment: Expected credit loss model is used to evaluate impairment.  Entities are required to recognize either 12-month or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition.  (3) Hedge accounting: Hedge accounting is more closely aligned with risk management activities and hedge effectiveness is measured based on the hedge ratio.  The new standard is effective for annual periods beginning on or after January 1, 2018.

 

13


 

 

 

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

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

 

(13) IAS 1 “Presentation of Financial Statements” - “Disclosure Initiative” (Amendment)

The amendments (1) clarify that an entity must not reduce the understandability of its financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions.  The amendments reemphasize that, when a standard requires a specific disclosure, the information must be assessed to determine whether it is material and, consequently, whether presentation or disclosure of that information is warranted, (2) clarify that specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated, and how an entity shall present additional subtotals, (3) clarify that entities have flexibility as to the order in which they present the notes to financial statements, but also emphasize that understandability and comparability should be considered by an entity when deciding on that order, (4) removing the examples of the income taxes accounting policy and the foreign currency accounting policy, as these were considered unhelpful in illustrating what significant accounting policies could be, and (5) clarify that the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, classified between those items that will or will not be subsequently reclassified to profit or loss.  The amendment is effective for annual periods beginning on or after January 1, 2016.

 

14


 

 

 

(14) IFRS 16 “Leases”

The new standard requires lessees to account for all leases under a single on-balance sheet model (subject to certain exemptions).  Lessor accounting still uses the dual classification approach: operating lease and finance lease.  The Standard is effective for annual periods beginning on or after January 1, 2019.

 

(15) IAS 12 “Income Taxes” — Recognition of Deferred Tax Assets for Unrealized Losses

The amendment clarifies how to account for deferred tax assets for unrealized losses.  The amendment is effective for annual periods beginning on or after January 1, 2017.

 

(16) “Disclosure Initiative” — Amendment to IAS 7 “Statement of Cash Flows”

The amendment relates to changes in liabilities arising from financing activities and to require a reconciliation of the carrying amount of liabilities at the beginning and end of the period.  The amendment is effective for annual periods beginning on or after January 1, 2017.

 

(17) IFRS 15 “Revenue from Contracts with Customers” (Amendment)

The amendment clarifies how to identify a performance obligation in a contract, determine whether an entity is a principal or an agent, and determine whether the revenue from granting a license should be recognized at a point in time or over time.  The amendment is effective for annual periods beginning on or after January 1, 2018.

 

The Company is currently evaluating the potential impact of the aforementioned standards and interpretations listed (1) ~ (17) to the Company’s financial position and performance, and the related impact will be disclosed when the evaluation is completed.

 

4.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(1)   Statement of Compliance

 

The Company’s consolidated financial statements were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers (Regulations), IFRSs, IASs, IFRIC and SIC, which are endorsed by FSC (2013 edition of TIFRSs (TIFRSs)), and IAS 34 Interim Financial Reporting.

 

15


 

 

 

(2)   Basis of Preparation

 

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

 

(3)   General Description of Reporting Entity

 

a.  Principles of consolidation

 

The same principles of consolidation have been applied in the Company’s consolidated financial statements as those applied in the Company’s consolidated financial statements for the year ended December 31, 2015.  For the principles of consolidation, please refer to Note 4(3) of the Company’s consolidated financial statements for the year ended December 31, 2015.

 

b.  The consolidated entities are as follows:

 

As of March 31, 2016, December 31, 2015 and March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of ownership(%)

as of

Investor

 

Subsidiary

 

Business nature

 

March 31,

2016

 

December 31,

 2015

 

March 31,

2015

UMC

 

UMC GROUP (USA)

 

IC Sales

 

100.00

 

100.00

 

100.00

UMC

 

UNITED MICROELECTRONICS (EUROPE) B.V.

 

Marketing support activities

 

100.00

 

100.00

 

100.00

UMC

 

UMC CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

GREEN EARTH LIMITED (GE)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

TLC CAPITAL CO., LTD. (TLC)

 

Venture capital

 

100.00

 

100.00

 

100.00

UMC

 

UMC NEW BUSINESS INVESTMENT CORP. (NBI)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

UMC INVESTMENT (SAMOA) LIMITED

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC

 

FORTUNE VENTURE CAPITAL CORP. (FORTUNE)

 

Consulting and planning for venture capital

 

100.00

 

100.00

 

100.00

UMC

 

UMC GROUP JAPAN

 

IC Sales

 

100.00

 

100.00

 

100.00

UMC

 

UMC KOREA CO., LTD.

 

Marketing support activities

 

100.00

 

100.00

 

100.00

UMC

 

OMNI GLOBAL LIMITED (OMNI)

 

Investment holding

 

100.00

 

100.00

 

100.00

 

16


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of ownership(%)

as of

Investor

 

Subsidiary

 

Business nature

 

March 31,

2016

 

December 31,

2015

 

March 31,

2015

UMC

 

BEST ELITE INTERNATIONAL LIMITED (BE)

 

Investment holding

 

91.08

 

91.06

 

86.88

UMC

 

WAVETEK MICROELECTRONICS CORPORATION (WAVETEK)

 

Sales and manufacturing of integrated circuits

 

77.74

 

77.74

 

82.52

UMC

 

NEXPOWER TECHNOLOGY CORP. (NEXPOWER)

 

Sales and manufacturing of solar power batteries

 

43.10

 

43.10

 

44.16

FORTUNE

 

UNITRUTH INVESTMENT CORP. (UNITRUTH)

 

Investment holding

 

100.00

 

100.00

 

100.00

FORTUNE

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

6.89

 

6.89

 

5.99

FORTUNE

 

WAVETEK

 

Sales and manufacturing of integrated circuits

 

0.45

 

0.45

 

-

FORTUNE

 

TOPCELL SOLAR INTERNATIONAL CO., LTD. (TOPCELL)

 

Sales and manufacturing of solar power cell

 

-

 

-

 

26.04

UNITRUTH

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

13.01

 

13.01

 

2.25

UNITRUTH

 

WAVETEK

 

Sales and manufacturing of integrated circuits

 

0.28

 

0.28

 

-

UNITRUTH

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

-

 

-

 

1.03

UMC CAPITAL CORP.

 

UMC CAPITAL (USA)

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC CAPITAL CORP.

 

ECP VITA PTE. LTD.

 

Insurance

 

100.00

 

100.00

 

100.00

 

17


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of ownership(%)

as of

Investor

 

Subsidiary

 

Business nature

 

March 31,

2016

 

December 31,

2015

 

March 31,

2015

TLC

 

SOARING CAPITAL CORP.

 

Investment holding

 

100.00

 

100.00

 

100.00

TLC

 

NEXPOWER

 

Sales and manufacturing of solar power batteries

 

4.54

 

4.54

 

5.87

TLC

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

-

 

-

 

2.37

SOARING CAPITAL CORP.

 

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment holding and advisory

 

100.00

 

100.00

 

100.00

GE

 

UNITED MICROCHIP CORPORATION

 

Investment holding

 

100.00

 

100.00

 

100.00

UMC INVESTMENT (SAMOA) LIMITED

 

UMC (BEIJING) LIMITED

 

Marketing support activities

 

100.00

 

100.00

 

100.00

NBI

 

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

 

Energy technical services

 

100.00

 

100.00

 

100.00

NBI

 

UNISTARS CORP.

 

High brightness LED packages

 

82.76

 

82.76

 

78.72

NBI

 

TOPCELL

 

Sales and manufacturing of solar power cell

 

-

 

-

 

62.38

TERA ENERGY

 

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

 

Investment holding

 

100.00

 

100.00

 

100.00

TERA ENERGY

 

TERA ENERGY USA INC.

 

Solar project

 

-

 

-

 

100.00

TERA ENERGY

 

SMART ENERGY ENTERPRISES LIMITED

 

Investment holding

 

-

 

-

 

100.00

EVERRICH-
HK

 

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

100.00

 

100.00

 

100.00

 

18


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of ownership(%)

as of

Investor

 

Subsidiary

 

Business nature

 

March 31,

2016

 

December 31,

2015

 

March 31,

2015

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)

 

Research and development

 

100.00

 

100.00

 

100.00

OMNI

 

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

Research and development

 

100.00

 

100.00

 

100.00

WAVETEK

 

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

 

Investment holding

 

100.00

 

100.00

 

100.00

WAVETEK- SAMOA

 

WAVETEK MICROELECTRONICS CORPORATION (USA)

 

Sales and marketing service

 

100.00

 

100.00

 

100.00

NEXPOWER

 

NPT HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

 

100.00

NEXPOWER

 

SOCIALNEX ITALIA 1 S.R.L.

 

Photovoltaic power plant

 

100.00

 

100.00

 

100.00

NPT HOLDING LIMITED

 

NLL HOLDING LIMITED

 

Investment holding

 

100.00

 

100.00

 

100.00

BE

 

INFOSHINE TECHNOLOGY LIMITED (INFOSHINE)

 

Investment holding

 

100.00

 

100.00

 

100.00

INFOSHINE

 

OAKWOOD ASSOCIATES LIMITED (OAKWOOD)

 

Investment holding

 

100.00

 

100.00

 

100.00

OAKWOOD

 

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

 

Sales and manufacturing of integrated circuits

 

100.00

 

100.00

 

100.00

HEJIAN

 

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Integrated circuits design services

 

100.00

 

100.00

 

100.00

HEJIAN

 

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

 

Sales and manufacturing of integrated circuits

 

31.90

 

33.33

 

33.33

 

19


 

 

 

Note A:  Pursuant to the agreement entered into with Xiamen Municipal People's Government and FUJIAN ELECTRONICS & INFORMATION GROUP as described in Note 9(4), the Company acquired control of its Board of Directors since January 2015.  The Company included USC in consolidation beginning from January 2015.  As of March 31, 2016, the Company aggregately injected RMB 1.8 billion in USC.

 

(4)   The same accounting policies have been applied in the Company's consolidated financial statements for the three-month period ended March 31, 2016 as those applied in the Company's consolidated financial statements for the year ended December 31, 2015.  For the summary of other significant accounting policies, please refer to Note 4 of the Company's consolidated financial statements for year ended December 31, 2015.

 

5.    SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The same significant accounting judgments, estimates and assumptions have been applied in the Company's consolidated financial statements for the three-month period ended March 31, 2016 as those applied in the Company's consolidated financial statements for the year ended December 31, 2015.  For significant accounting judgments, estimates and assumptions, please refer to Note 5 of the Company's consolidated financial statements for the year ended December 31, 2015.

 

 

20


 

 

6.    CONTENTS OF SIGNIFICANT ACCOUNTS

 

(1)   Cash and Cash Equivalents

 

 

 

As of

 

 

March 31,

2016

 

December 31,

 2015

 

March 31,

2015

Cash on hand

 

$3,958

 

$3,943

 

$3,685

Checking and savings accounts

 

25,240,586

 

14,464,203

 

22,215,359

Time deposits

 

25,292,817

 

33,962,629

 

28,426,364

Repurchase agreements collateralized by government and corporate bonds

 

9,004,028

 

4,859,658

 

2,986,648

Total

 

$59,541,389

 

$53,290,433

 

$53,632,056

 

Please refer to the consolidated statements of cash flows for the reconciliation of the balances of cash and cash equivalents on the consolidated statements of cash flows and the consolidated balance sheets.

 

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

 

 

 

As of

 

 

March 31,

2016

 

December 31, 2015

 

March 31,

2015

Designated financial assets at fair value through profit or loss

 

 

 

 

 

Convertible bonds

 

$286,205

 

$295,708

 

$147,922

 

 

 

 

 

 

 

Financial assets held for trading

 

 

 

 

 

 

Listed stocks

 

365,424

 

258,055

 

363,306

Corporate bonds

 

191,407

 

192,080

 

386,752

Forward exchange contracts

 

95,046

 

1,008

 

47,292

Subtotal

 

651,877

 

451,143

 

797,350

Total

 

$938,082

 

$746,851

 

$945,272

 

 

 

 

 

 

 

Current

 

$766,382

 

$664,918

 

$900,934

Noncurrent

 

171,700

 

81,933

 

44,338

Total

 

$938,082

 

$746,851

 

$945,272

 

(3)   Accounts Receivable, Net

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Accounts receivable

 

$20,410,716

 

$20,253,481

 

$21,583,112

Less: allowance for sales returns and discounts

 

(974,959)

 

(1,103,139)

 

(766,810)

Less: allowance for doubtful accounts

 

(91,578)

 

(90,568)

 

(262,552)

Net

 

$ 19,344,179

 

$19,059,774

 

$20,553,750

 

21


 

 

 

Aging analysis of account receivables, net:

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Neither past due nor impaired

 

$16,838,150

 

$15,643,254

 

$18,163,099

Past due but not impaired:

 

 

 

 

 

 

≤ 30 days

 

1,871,681

 

2,497,133

 

1,970,476

31 to 60 days

 

138,502

 

652,241

 

199,163

61 to 90 days

 

316,349

 

213,367

 

35,209

91 to 120 days

 

12,247

 

38,597

 

19,510

> 120 days

 

167,250

 

15,182

 

166,293

Subtotal

 

2,506,029

 

3,416,520

 

2,390,651

Total

 

$19,344,179

 

$19,059,774

 

$20,553,750

 

Movement on allowance for individually evaluated doubtful accounts:

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Beginning balance

 

$90,568

 

$272,324

Net charge for the period

 

1,010

 

(9,772)

Ending balance

 

$91,578

 

$262,552

 

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

 

The impairment losses assessed individually as of March 31, 2016 and 2015 primarily resulted from the financial difficulties of the counter trading parties and the amounts recognized were the difference between the carrying amount of the accounts receivable and the present value of expected collectable amounts.  The Company has no collateral with respect to those accounts receivables.

 

 

22


 

 

(4)   Inventories, Net

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Raw materials

 

$2,325,133

 

$2,522,906

 

$2,051,909

Supplies and spare parts

 

1,998,084

 

2,044,550

 

1,769,816

Work in process

 

10,521,878

 

11,025,222

 

10,731,723

Finished goods

 

990,502

 

2,048,707

 

1,087,903

Total

 

$15,835,597

 

$17,641,385

 

$15,641,351

 

a.       For the three-month periods ended March 31, 2016 and 2015, the Company recognized NT$28,811 million and NT$27,652 million, respectively, in operating cost, of which NT$993 million and NT$121 million, respectively, were loss as a result of the net realized value of inventory being lower than its cost, NT$1,246 million and NT$43 million, respectively, were loss from scrapped inventory and NT$761 million and NT$0, respectively, were gain from insurance claims.

 

b.      On February 6, 2016, an earthquake with a magnitude of 6.4 Richter struck southern Taiwan and caused financial related losses to UMC.  UMC has insured for losses endured due to the earthquake.  As of March 31, 2016, UMC recognized losses including loss from scrapped inventory of NT$1,139 million and production line recovery expenses of NT$414 million.  Furthermore, UMC received gain from insurance claims of NT$761 million.  UMC is still in the process of negotiating for insurance claims with the insurance companies.

 

c.       None of the aforementioned inventories were pledged.

 

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

 

 

 

As of

 

 

March 31,

2016

 

December 31,

 2015

 

March 31,

2015

Common stocks

 

$21,462,126

 

$21,586,850

 

$25,725,870

Preferred stocks

 

1,177,422

 

1,166,256

 

816,808

Depositary receipts

 

216,995

 

196,560

 

200,237

Funds

 

844,453

 

851,020

 

78,191

Total

 

$23,700,996

 

$23,800,686

 

$26,821,106

 

23


 

 

 

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

 

 

 

As of

 

 

March 31,

2016

 

December 31,

 2015

 

March 31,

2015

Common stocks

 

$594,004

 

$598,295

 

$599,618

Preferred stocks

 

2,560,974

 

3,160,427

 

3,121,643

Funds

 

122,246

 

129,587

 

134,107

Total

 

$3,277,224

 

$3,888,309

 

$3,855,368

 

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

 

(7)   Investments Accounted For Under the Equity Method

 

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

 

 

 

As of

 

 

March 31, 2016

 

December 31, 2015

 

March 31, 2015

Investee companies

 

Amount

 

Percentage of ownership or voting rights

 

Amount

 

Percentage of ownership or voting rights

 

Amount

 

Percentage of ownership or voting rights

Listed company

 

 

 

 

 

 

 

 

 

 

 

 

FARADAY TECHNOLOGY CORP. (FARADAY) (Note A)

 

$1,779,465

 

13.94

 

$1,794,581

 

13.94

 

$-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Unlisted companies

 

 

 

 

 

 

 

 

 

 

 

 

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

 

665,628

 

50.00

 

680,374

 

50.00

 

710,574

 

50.00

WINAICO SOLAR PROJEKT 1 GMBH (Note B)

 

31,705

 

50.00

 

32,737

 

50.00

 

30,036

 

50.00

LIST EARN ENTERPRISE INC.

 

10,476

 

49.00

 

10,486

 

49.00

 

10,441

 

49.00

MTIC HOLDINGS PTE. LTD.

 

83,809

 

45.44

 

81,342

 

45.44

 

99,277

 

45.44

YUNG LI INVESTMENTS, INC.

 

306,286

 

45.16

 

321,761

 

45.16

 

233,281

 

45.16

MEGA MISSION LIMITED PARTNERSHIP

 

1,881,277

 

45.00

 

1,967,164

 

45.00

 

2,016,474

 

45.00

WINAICO IMMOBILIEN GMBH (Note B)

 

228,174

 

44.78

 

233,713

 

44.78

 

211,873

 

44.78

UNITECH CAPITAL INC.

 

558,502

 

42.00

 

532,186

 

42.00

 

696,358

 

42.00

HSUN CHIEH INVESTMENT CO., LTD.

 

3,445,151

 

36.49

 

3,177,578

 

36.49

 

3,935,110

 

36.49

YANN YUAN INVESTMENT CO., LTD.

 

2,382,332

 

31.94

 

2,299,914

 

31.94

 

-

 

-

CTC CAPITAL PARTNERS I, L.P.

 

207,848

 

31.40

 

221,607

 

31.40

 

197,984

 

31.40

VSENSE CO., LTD.

 

99,405

 

28.63

 

101,281

 

28.63

 

-

 

-

UNITED LED CORPORATION HONG KONG LIMITED

 

448,488

 

25.14

 

478,112

 

25.14

 

526,521

 

25.14

ACHIEVE MADE INTERNATIONAL LTD.

 

110,471

 

23.32

 

116,321

 

23.32

 

119,411

 

23.32

CLIENTRON CORP.

 

238,031

 

20.28

 

235,620

 

20.28

 

-

 

-

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

 

92,967

 

10.38

 

95,082

 

10.38

 

101,154

 

10.38

MOS ART PACK CORP. (MAP)

(Note D)

 

-

 

-

 

-

 

-

 

238,373

 

72.98

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

 

-

 

-

 

-

 

-

 

9,586

 

55.25

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

 

-

 

-

 

-

 

-

 

200,699

 

27.29

Total

 

$12,570,015

 

 

 

$12,379,859

 

 

 

$9,337,152

 

 

 

24


 

 

 

Note A: Beginning from June 2015, the Company accounts for its investment in FARADAY as an associate given the fact that the Company obtained the ability to exercise significant influence over FARADAY through representation on its board of directors.  As a result, the investment was revalued to fair value and reclassified out of the available-for-sale category as an investment in associate accounted for under the equity method.  Fair value remeasurement that was previously recognized in other comprehensive income was reclassified to profit or loss in the current period.

 

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

 

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

 

Note D: On March 10, 2011, MAP filed for liquidation through a decision at its stockholders’ meeting.  The liquidation was completed on December 3, 2015.

 

 

25


 

 

Note E:  On June 19, 2012, UNITED LIGHTING filed for liquidation through a decision at its stockholders’ meeting.  The liquidation was completed on November 23, 2015.

 

The carrying amount of investments accounted for using the equity method for which there are published price quotations amounted to NT$1,779 million, NT$1,795 million and nil, as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.  The fair value of these investments were NT$1,436 million, NT$1,534 million and nil, as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.

 

Certain investments accounted for under the equity method were reviewed by other independent accountants.  Shares of profit or loss of these associates and joint ventures amounted to NT$19 million and NT$(9) million for the three-month periods ended March 31, 2016 and 2015, respectively.  Share of other comprehensive income (loss) of these associates and joint ventures amounted to NT$358 million and NT$209 million for the three-month periods ended March 31, 2016 and 2015, respectively.  The balances of investments accounted for under the equity method were NT$6,386 million, NT$4,142 million and NT$4,631 million as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.

 

None of the aforementioned associates and joint ventures were pledged.

 

b.   Financial information of associates and joint ventures:

 

There is no individually significant associate or joint venture for the Company.  When an associate or a joint venture is a foreign operation, and the functional currency of the foreign entity is different from the Company, an exchange difference arising from translation of the foreign entity will be recognized in other comprehensive income (loss).  Such exchange differences recognized in other comprehensive income (loss) in the financial statements for the three-month periods ended March 31, 2016 and 2015 were NT$(34) million and NT$(61) million, respectively, which were not included in the following table.

 

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

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net income (loss)

 

$(74,036)

 

$66,614

Other comprehensive income (loss)

 

331,338

 

239,597

Total comprehensive income (loss)

 

$257,302

 

$306,211

 

26


 

 

 

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

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net income (loss)

 

$(26,389)

 

$(24,808)

Other comprehensive income (loss)

 

-

 

-

Total comprehensive income (loss)

 

$(26,389)

 

$(24,808)

 

c.   One of UMC’s associate, HSUN CHIEH INVESTMENT CO., LTD., held 441 million shares of UMC’s stock as of March 31, 2016, December 31, 2015 and March 31, 2015.  Another associate, MEGA MISSION LIMITED PARTNERSHIP, held nil shares, 10 million shares and 20 million shares of UMC’s stock as of March 31, 2016, December 31, 2015 and March 31, 2015.  The other associate, YANN YUAN INVESTMENT CO., LTD., held 2 million shares, nil shares and nil shares of UMC’s stock as of March 31, 2016, December 31, 2015 and March 31, 2015 , respectively.

 

(8)   Property, Plant and Equipment

 

 

 

As of

 

 

March 31,

2016

December 31,
2015

 

March 31,

2015

Land

 

$1,314,402

 

$1,314,402

 

$1,314,402

Buildings

 

16,957,854

 

17,271,051

 

12,637,063

Machinery and equipment

 

131,496,191

 

124,628,140

 

123,464,188

Transportation equipment

 

16,990

 

17,627

 

14,562

Furniture and fixtures

 

1,305,852

 

1,288,250

 

907,669

Leasehold improvement

 

9,174

 

9,814

 

11,349

Construction in progress and equipment awaiting inspection

 

 

34,980,168

 

41,904,111

 

27,607,068

Net

 

$186,080,631

 

$186,433,395

 

$165,956,301

 

Cost:

 

27


 

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2016

 

$1,314,402

 

$31,396,873

 

$712,551,068

 

$74,251

 

$6,064,146

 

$70,431

 

$41,904,111

 

$793,375,282

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

12,278,122

 

12,278,122

Disposals

 

-

 

-

 

(993,951)

 

(4,390)

 

(13,606)

 

-

 

-

 

(1,011,947)

Transfers and reclassifications

 

-

 

131,702

 

18,918,553

 

781

 

130,471

 

-

 

(18,961,212)

 

220,295

Exchange effect

 

-

 

(98,270)

 

(2,749,896)

 

(235)

 

(9,550)

 

(823)

 

(240,853)

 

(3,099,627)

As of March 31, 2016

 

$1,314,402

 

$31,430,305

 

$727,725,774

 

$70,407

 

$6,171,461

 

$69,608

 

$34,980,168

 

$801,762,125

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2015

 

$1,314,402

 

$25,837,548

 

$662,490,428

 

$67,683

 

$5,359,909

 

$68,280

 

$32,380,979

 

$727,519,229

Additions

 

-

 

-

 

-

 

-

 

-

 

-

 

9,437,301

 

9,437,301

Disposals

 

-

 

-

 

(470,335)

 

(815)

 

(31,616)

 

-

 

-

 

(502,766)

Transfers and reclassifications

 

-

 

9,279

 

14,861,051

 

1,314

 

69,981

 

-

 

(14,168,498)

 

773,127

Exchange effect

 

-

 

(52,496)

 

(1,440,198)

 

(149)

 

(4,438)

 

(527)

 

(42,714)

 

(1,540,522)

As of March 31, 2015

 

$1,314,402

 

$25,794,331

 

$675,440,946

 

$68,033

 

$5,393,836

 

$67,753

 

$27,607,068

 

$735,686,369

 

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, 2016

 

$-

 

$14,125,822

 

$587,922,928

 

$56,624

 

$4,775,896

 

$60,617

 

$-

 

$606,941,887

Depreciation

 

-

 

376,653

 

11,606,140

 

1,363

 

110,765

 

633

 

-

 

12,095,554

Disposals

 

-

 

-

 

(993,315)

 

(4,390)

 

(13,571)

 

-

 

-

 

(1,011,276)

Transfers and reclassifications

 

-

 

994

 

(994)

 

-

 

-

 

-

 

-

 

-

Exchange effect

 

-

 

(31,018)

 

(2,305,176)

 

(180)

 

(7,481)

 

(816)

 

-

 

(2,344,671)

As of March 31, 2016

 

$-

 

$14,472,451

 

$596,229,583

 

$53,417

 

$4,865,609

 

$60,434

 

$-

 

$615,681,494

 

 

 

Land

 

Buildings

 

Machinery

and equipment

 

Transportation equipment

 

Furniture and fixtures

 

Leasehold improvement

 

Construction in progress and equipment awaiting inspection

 

Total

As of January 1, 2015

 

$-

 

$12,881,733

 

$543,420,741

 

$53,053

 

$4,417,389

 

$56,070

 

$-

 

$560,828,986

Depreciation

 

-

 

289,641

 

9,935,610

 

1,137

 

83,614

 

795

 

-

 

10,310,797

Impairment loss

 

-

 

-

 

225,530

 

-

 

-

 

-

 

-

 

225,530

Disposals

 

-

 

-

 

(470,335)

 

(622)

 

(31,616)

 

-

 

-

 

(502,573)

Transfers and reclassifications

 

-

 

(305)

 

(228)

 

-

 

20,533

 

-

 

-

 

20,000

Exchange effect

 

-

 

(13,801)

 

(1,134,560)

 

(97)

 

(3,753)

 

(461)

 

-

 

(1,152,672)

As of March 31, 2015

 

$-

 

$13,157,268

 

$551,976,758

 

$53,471

 

$4,486,167

 

$56,404

 

$-

 

$569,730,068

                                 

 

28


 

 

 

During the three-month period ended March 31, 2015, UMC determined the machinery and equipment would not be utilized any longer due to physical damage.  Therefore, UMC recorded an impairment loss of NT$226 million, the carrying amount of this asset.

 

a.    The amounts of total interest expense before capitalization of borrowing costs were NT$253 million and NT$177 million for the three-month periods ended March 31, 2016 and 2015, respectively.  Details of capitalized borrowing costs are as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Buildings

 

$668

 

$16,431

Machinery and equipment

 

95,799

 

56,290

Others

 

52

 

2,614

Total interest capitalized

 

$96,519

 

$75,335

 

 

 

 

 

Interest rates applied

 

1.56%~2.01%

 

1.35%~2.10%

 

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

29


 

 

 

 

(9)   Intangible Assets

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Goodwill

 

$15,188

 

$15,188

 

$7,791

Software

 

340,503

 

377,643

 

245,330

Patents and technology license fees

 

2,737,756

 

2,871,308

 

2,902,160

Others

 

1,148,242

 

1,239,949

 

1,337,040

Net

 

$4,241,689

 

$4,504,088

 

$4,492,321

 

Cost:

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2016

 

$15,188

 

$652,898

 

$4,546,748

 

$3,421,557

 

$8,636,391

Additions

 

-

 

-

 

-

 

239,801

 

239,801

Disposals

 

-

 

(4,877)

 

-

 

(565,903)

 

(570,780)

Reclassifications

 

-

 

15,930

 

-

 

-

 

15,930

Exchange effect

 

-

 

(2,341)

 

(24,092)

 

2

 

(26,431)

As of March 31, 2016

 

$15,188

 

$661,610

 

$4,522,656

 

$3,095,457

 

$8,294,911

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2015

 

$7,791

 

$490,744

 

$4,229,744

 

$2,904,499

 

$7,632,778

Additions

 

-

 

-

 

53

 

268,502

 

268,555

Disposals

 

-

 

(91,590)

 

-

 

(124,408)

 

(215,998)

Reclassifications

 

-

 

65,251

 

(53)

 

-

 

65,198

Exchange effect

 

-

 

(720)

 

(12,380)

 

(14)

 

(13,114)

As of March 31, 2015

 

$7,791

 

$463,685

 

$4,217,364

 

$3,048,579

 

$7,737,419

 

Accumulated Amortization and Impairment:

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2016

 

$-

 

$275,255

 

$1,675,440

 

$2,181,608

 

$4,132,303

Amortization

 

-

 

52,140

 

119,167

 

331,508

 

502,815

Disposals

 

-

 

(4,877)

 

-

 

(565,903)

 

(570,780)

Exchange effect

 

-

 

(1,411)

 

(9,707)

 

2

 

(11,116)

As of March 31, 2016

 

$-

 

$321,107

 

$1,784,900

 

$1,947,215

 

$4,053,222

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

Software

 

Patents and technology license fees

 

Others

 

Total

As of January 1, 2015

 

$-

 

$274,746

 

$1,207,956

 

$1,617,138

 

$3,099,840

Amortization

 

-

 

35,620

 

110,717

 

218,817

 

365,154

Disposals

 

-

 

(91,590)

 

-

 

(124,408)

 

(215,998)

Exchange effect

 

-

 

(421)

 

(3,469)

 

(8)

 

(3,898)

As of March 31, 2015

 

$-

 

$218,355

 

$1,315,204

 

$1,711,539

 

$3,245,098

 

30


 

 

 

The amortization amounts of intangible assets are as follows:

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Operating cost

 

$155,769

 

$131,395

Operating expense

 

$347,046

 

$233,759

 

Significant technology licenses obtained by the Company amounted to NT$2,371 million, NT$2,483 million and NT$2,752 million as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively, which were included in the carrying amounts of patents and technology license fees.  The remaining amortization periods were 6~7 years, 6~7 years and 7~8 years, respectively.

 

(10) Short-Term Loans

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Unsecured bank loans

 

$7,398,308

 

$5,505,049

 

$7,205,847

Secured bank loans

 

-

 

-

 

11,000

Total

 

$7,398,308

 

$5,505,049

 

$7,216,847

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Interest rates applied

 

0.72%~4.60%

 

0.61%~2.50%

 

a.   The Company’s unused short-term lines of credits amounted to NT$31,707 million, NT$35,863 million and NT$19,198 million as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.

 

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

31


 

 

 

 

(11) Financial Liabilities at Fair Value through Profit or Loss, Current

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Forward exchange contracts

 

$-

 

$999

 

$-

 

(12) Bonds Payable

 

 

 

As of

 

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Unsecured domestic bonds payable

 

$25,000,000

 

$25,000,000

 

$25,000,000

Unsecured convertible bonds payable

 

18,196,332

 

18,196,332

 

-

Less: Discounts on bonds payable

 

(1,474,234)

 

(1,559,662)

 

(21,153)

Total

 

$41,722,098

 

$41,636,670

 

$24,978,847

 

A.   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.

 

32


 

 

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

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

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

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

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

 

d.   Terms of Conversion:

i.    Underlying Securities: ADS of UMC

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

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

e.   Early Redemption of the Bonds:

 

33


 

 

UMC redeemed bonds with principal amount of US$324 million as requested by investors on May 27, 2014.  The associated convertible rights were deemed cancelled and the consideration paid for the early redemption was fully allocated to the liability components.  UMC adjusted the carrying amount of the liability components to reflect actual consideration paid and recognized a loss amount to NT$194 million as non-operating income and expenses.  UMC reclassified cancelled convertible rights of NT$441 million from additional paid-in capital – stock options to additional paid-in capital – others.

 

As bondholders’ redemption and UMC’s repurchases of bonds from open market in prior year amounted to US$466 million, which represented over 90% principal being redeemed; therefore, UMC redeemed the remaining bonds in whole at the Early Redemption Price on June 27, 2014.  The principal amount of the redeemed bonds was US$34 million.  UMC recognized a gain of NT$15 million from the redemption as non-operating income and expense.

 

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

 

B.   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 a rate of 1.43%, and the principal will be repayable in June 2017 upon maturity.  The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,500 million.  Interest will be paid annually at a rate of 1.63%, and the principal will be repayable in June 2019 upon maturity.

 

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

 

D.   In mid-June, 2014, UMC issued seven-year and ten-year domestic unsecured corporate bonds amounting to NT$5,000 million, with a face value of NT$1 million per unit.  The seven-year domestic unsecured corporate bond was issued in the amount of NT$2,000 million.  Interest will be paid annually at a rate of 1.70%, and the principal will be repayable in June 2021 upon maturity.  The ten-year domestic unsecured corporate bond was issued in the amount of NT$3,000 million.  Interest will be paid annually at a rate of 1.95%, and the principal will be repayable in June 2024 upon maturity.

 

34


 

 

 

E.    On May 18, 2015, 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$600 million

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

c.   Redemption:

i.    UMC may redeem the bonds, in whole or in part, after 3 years of the issuance and prior to the maturity date, at the principal amount of the bonds with an interest calculated at the rate of -0.25% per annum (the Early Redemption Amount) if the closing price of the ordinary shares of UMC on the TWSE, for a period of 20 out of 30 consecutive trading days, the last of which occurs not more than 5 days prior to the date upon which notice of such redemption is published, is at least 125% of the conversion price.  The Early Redemption Price will be converted into NTD based on the Fixed Exchange Rate (NTD 30.708=USD 1.00), and this fixed NTD amount will be converted using the prevailing rate at the time of redemption for payment in USD.

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

 

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

iv.  All or any portion of the bonds will be redeemable at Early Redemption Amount at the option of bondholders on May 18, 2018 at 99.25% of the principal amount.

v.   Bondholders have the right to require UMC to redeem all of the bonds at the Early Redemption Amount if UMC’s ordinary shares cease to be listed on the Taiwan Stock Exchange.

 

35


 

 

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

d.   Terms of Conversion:

i.    Underlying Securities: Ordinary shares of UMC

ii.   Conversion Period: The bonds are convertible at any time on or after June 28, 2015 and prior to May 8, 2020, into UMC ordinary shares; provided, however, that if the exercise date falls within 5 business days from the beginning of, and during, any closed period, the right of the converting holder of the bonds to vote with respect to the shares it receives will be subject to certain restrictions.

iii.  Conversion Price and Adjustment: The conversion price was originally NT$17.50 per share.  The conversion price will be subject to adjustments upon the occurrence of certain events set out in the indenture.  The conversion price was NT$16.7408 per share on March 31, 2016.

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

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

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

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

 

In accordance with IAS 32, the value of the conversion right of the convertible bonds was determined at issuance and recognized in additional paid-in capital – stock options amounting to NT$1,894 million, after reduction of issuance costs amounting to NT$9 million.  The effective interest rate on the liability component of the convertible bonds was determined to be 2.03%.

 

(13) Long-Term Loans

 

a.    Details of long-term loans as of March 31, 2016, December 31, 2015 and March 31, 2015 are as follows:

 

 

 

 

 

 

 

As of

 

 

Lenders

 

March 31,

2016

 

December 31, 2015

 

March 31,

2015

 

Redemption

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

 

$43,832

 

$51,137

 

$73,053

 

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

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

 

11,000

 

12,000

 

15,000

 

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

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

 

43,824

 

52,588

 

78,883

 

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

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

 

35,694

 

40,156

 

-

 

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

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

 

56,176

 

61,794

 

78,647

 

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

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

 

18,268

 

19,410

 

19,410

 

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

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

 

22,750

 

22,750

 

-

 

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

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

 

7,300

 

7,300

 

-

 

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

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

 

110,000

 

110,000

 

-

 

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

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

 

2,510

 

2,510

 

-

 

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

 

36


 

 

 

 

 

 

 

 

 

As of

 

 

Lenders

 

March 31,

2016

 

December 31, 2015

 

March 31,

2015

 

Redemption

Secured Long-Term Loan from Taiwan Cooperative Bank (9)

 

$5,900

 

$5,900

 

$-

 

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

Unsecured Long-Term Loan from Bank of Taiwan

 

2,250,000

 

2,625,000

 

3,000,000

 

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

Unsecured Syndicated Loans from Bank of Taiwan and 7 others

 

1,385,000

 

1,385,000

 

1,385,000

 

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

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

 

1,304,480

 

1,423,077

 

1,000,000

 

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

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

 

-

 

-

 

923,077

 

Repayable quarterly from December 28, 2012 to December 28, 2015 with monthly interest payments.

Unsecured Long-Term Loan from E. Sun Bank

 

388,889

 

444,445

 

500,000

 

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

Unsecured Long-Term Loan from Taiwan Cooperative Bank

 

1,662,500

 

1,900,000

 

1,000,000

 

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

Unsecured Revolving Loan from CTBC Bank (Note A)

 

2,000,000

 

-

 

-

 

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

Unsecured Revolving Loan from CTBC Bank (Note B)

 

-

 

2,000,000

 

2,000,000

 

Settlement due on August 30, 2016 with monthly interest payments.

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

 

1,000,000

 

1,333,333

 

2,333,333

 

Repayable quarterly from December 29, 2014 to December 29, 2016 with monthly interest payments.

Unsecured Revolving Loan from KGI Bank (Note D)

 

1,000,000

 

1,000,000

 

1,000,000

 

Settlement due on December 29, 2019 with monthly interest payments.

Secured Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

-

 

-

 

150,000

 

Repayable semi-annually from October 25, 2010 to April 25, 2015 with monthly interest payments.

Subtotal

 

11,348,123

 

12,496,400

 

13,556,403

 

 

Less: Administrative expenses from syndicated loans

 

(6,517)

 

(6,942)

 

(8,217)

 

 

Less: Current portion

 

(4,342,865)

 

(6,601,721)

 

(3,637,118)

 

 

Total

 

$6,998,741

 

$5,887,737

 

$9,911,068

 

 

 

 

 

 

 

 

For the three-month periods ended March 31,

2016

 

2015

Interest Rates

 

 

 

1.06%~2.88%

 

1.26%~2.95%

Note A: UMC entered into a 5-year loan agreement with CTBC Bank, effective from January 25, 2016.  The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first use of the loan to the expiration date of the agreement, January 25, 2021.  As of March 31, 2016, the unused line of credit was NT$0.5 billion.

37


 

 

 

 

Note B: UMC entered into a 5-year loan agreement with CTBC Bank, effective from August 30, 2011.  The agreement offered UMC a revolving line of credit of NT$2.5 billion starting from the first use of the loan to the expiration date of the agreement, August 30, 2016, which early expired on January 25, 2016.  As of December 31, 2015 and March 31, 2015, the unused line of credit were both NT$0.5 billion.

 

Note C: UMC entered into a 5-year loan agreement with Chang Hwa Commercial Bank, effective from December 29, 2011.  The agreement offered UMC a revolving line of credit of NT$3 billion.  This line of credit will be reduced starting from the end of the third year after the first use and every three months thereafter, with a total of nine adjustments.  The expiration date of the agreement is December 29, 2016.  As of March 31, 2016, December 31, 2015 and March 31, 2015, all lines of credit were used.

 

Note D: UMC entered into a 5-year loan agreement with KGI Bank, effective from September 25, 2014.  The agreement offered UMC a revolving line of credit of NT$2 billion.  This line of credit will be reduced starting from the end of the second year after the first use and every twelve months thereafter, with a total of four adjustments.  The expiration date of the agreement is December 29, 2019.  As of March 31, 2016, December 31, 2015 and March 31, 2015, the unused line of credit all were NT$1 billion.

 

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

 

(14) Post-Employment Benefits

 

a.  Defined contribution plan

 

The Labor Pension Act of the R.O.C. (the Act) which became effective on July 1, 2005 is a defined contribution plan.  Employees can elect to continue to apply the relevant pension rules under the Labor Standards Law of the R.O.C., or to apply the pension rules under the Act and maintain the seniority achieved under the Labor Standards Law.  Under the Act, the monthly contributions percentage shall not be less than 6% of these employees’ monthly wages.  The Company and its domestic subsidiaries have been making monthly contributions of 6% based on each individual employee’s salary or wage to employees’ pension accounts beginning July 1, 2005.  Based on the Act, a total of NT$156 million and NT$155 million were contributed by the Company for the three-month periods ended March 31, 2016 and 2015, 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 ended March 31, 2016 and 2015, the Company made total contributions of NT$149 million and NT$135 million, respectively.

 

b.  Defined benefit plan

 

 

38


 

 

The employee pension plan mandated by the Labor Standards Act of the R.O.C. is a defined benefit plan.  The pension benefits are disbursed based on the units of service years and average monthly salary prior to retirement according to the Labor Standards Act.  Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year and the total units will not exceed 45 units.  The Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited with the Bank of Taiwan under the name of an administered pension fund committee.  For the three-month periods ended March 31, 2016 and 2015, total pension expenses of NT$23 million and NT$28 million, respectively, were recognized by the Company.

 

(15)Equity

 

a.  Capital stock:

 

i.     UMC had 26,000 million common shares authorized to be issued as of March 31, 2016, December 31, 2015 and March 31, 2015, of which 12,758 million shares, 12,758 million shares and 12,748 million shares were issued as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively, each at a par value of NT$10.

 

ii.    UMC had 139 million, 136 million and 147 million ADSs, which were traded on the NYSE as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.  The total number of common shares of UMC represented by all issued ADSs were 693 million shares, 678 million shares and 734 million shares as of March 31, 2016, December 31, 2015 and March 31, 2015, respectively.  One ADS represents five common shares.

 

iii.   Among the employee stock options issued by UMC on June 19, 2009, 21 million options had been exercised during the three-month period ended March 31, 2015.  The issuance process was completed through the authority.

 

iv.   UMC sold 61 million shares of treasury stock to employees for the year ended December 31, 2015, which were repurchased during the period from March 15 to May 6, 2013, for the purpose of transferring to employees.

 

b.  Treasury stock:

 

 

39


 

 

i.     UMC carried out treasury stock program and repurchased its shares from the centralized securities exchange market.  The purpose for repurchase, and changes in treasury stock during the three-month periods ended March 31, 2016 and 2015 are as follows:

 

For the three-month period ended March 31, 2016

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2016

 

 

Increase

 

 

Decrease

 

As of

March 31,

2016

For transfer to employees

 

333,814

 

-

 

-

 

333,814

 

For the three-month period ended March 31, 2015

(In thousands of shares)

 

 

Purpose

 

As of

January 1,

2015

 

 

Increase

 

 

Decrease

 

As of

March 31,

2015

For transfer to employees

 

194,510

 

-

 

-

 

194,510

 

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 March 31, 2016, December 31, 205 and March 31, 2015, were 1,276 million shares, 1,276 million shares and 1,275 million shares, with the maximum payments of NT$83,984 million, NT$90,687 million and NT$80,641 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 March 31, 2016, December 31, 2015, and March 31, 2015, UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., all held 16 million shares of UMC’s stock.  The closing price on March 31, 2016, December 31, 2015, and March 31, 2015, were NT$13.30, NT$12.10 and NT$15.50, respectively.

 

40


 

 

 

v.    UMC’s subsidiary, FORTUNE VENTURE CAPITAL CORP., held shares of UMC’s stock through acquiring shares of UNITED SILICON INC. in 1997, and these shares were converted to UMC’s stock in 2000 as a result of the Company’s 5 in 1 merger.

 

c.  Retained earnings and dividend policies:

 

According to UMC’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:

 

i.     Payment of all taxes and dues;

ii.    Offset prior years’ operation losses;

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

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

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

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

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

 

 

41


 

 

In consideration of the revision of the Company Act in May 2015, the Board of Directors resolved the amendment of UMC’s Articles of Incorporation on March 16, 2016.  The amendment will be proposed for approval at the stockholders’ meeting in June 2016.  According to the amendment of 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.  Appropriate 10% of the remaining amount after deducting items (i) and (ii) as a legal reserve, until the accumulated legal reserve equals the total amount of capital;

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

v.  After deducting items (i), (ii), (iii) and (iv) above from the current year’s earnings and together with the prior years’ unappropriated earnings, the distribution proposal according to dividend policies 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, funding requirements, domestic and international competition and capital budgets; as well as the benefit of stockholders, stock dividend equilibrium and long-term financial planning.  The Board of Directors shall make the distribution proposal annually and present it at the stockholders’ meeting.  UMC’s Articles of Incorporation further provide that at least 20% of the dividends must be paid in the form of cash.  Accordingly, no more than 80% of the dividends to stockholders, if any, may be paid in the form of stock dividends.

 

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

 

2014 distribution of earnings was approved through the stockholders’ meeting on June 9, 2015, while 2015 distribution was approved through the Board of Directors’ meeting on March 16, 2016.  The details of distribution are as follows:

 

 

 

Appropriation of earnings

(in thousand NT dollars)

 

Cash dividend per share

(NT dollars)

 

 

2015

 

2014

 

2015

 

2014

Legal reserve

 

$1,344,862

 

$1,214,134

 

 

 

 

Cash dividends

 

6,906,973

 

6,939,322

 

$0.55

 

$0.55

 

42


 

 

 

The cash dividend per share for 2014 was adjusted to NT$0.54969673 per share according to the resolution of the Board of Directors’ meeting on June 17, 2015.  The adjustment was made for the increase in outstanding common shares that resulted from the exercises of employee stock options and the transfers of treasury shares to employees after the stockholders’ meeting.

 

The appropriation of 2015 unappropriated retained earnings have not yet been approved by the stockholder’s meeting as of the reporting date.  Information on the Board of Directors’ recommendations and stockholders’ approval can be obtained from the “Market Observation Post System” on the website of the TWSE.

 

Please refer to Note 6(18) for information on the employees’ compensation and remuneration to directors.

 

d.  Non-controlling interests:

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Balance as of January 1

 

$2,027,065

 

$3,849,798

Attributable to non-controlling interests:

 

 

 

 

Net loss

 

(130,452)

 

(67,438)

Other comprehensive income (loss)

 

(17,073)

 

(36,966)

Changes in subsidiaries’ ownership

 

100,107

 

87,180

Decrease in non-controlling interests

 

(5,028)

 

-

Balance as of March 31

 

$1,974,619

 

$3,832,574

 

(16) Employee Stock Options

 

On May 12, 2009, the Company was authorized by the Securities and Futures Bureau of FSC, to issue employee stock options with a total number of 500 million units each.  Each unit entitled an optionee to subscribe to 1 share of the Company’s common stock.  Settlement upon the exercise of the options would be made through the issuance of new shares by the Company.  The exercise prices of the options were set at the closing prices of the Company’s common stock on the dates of grant.  The contractual lives were 6 years and an optionee might exercise the options in accordance with certain schedules as prescribed by the plans after 2 years from the dates of grant.  All employee stock options expired on June 18, 2015.

 

43


 

 

a.  A summary of the Company’s stock option plan and related information for the three-month period ended March 31, 2015 is as follows:

 

 

 

For the three-month period ended March 31,

 

 

2015

 

 

Options

(in thousands)

 

Shares available to option holders (in thousands)

 

Weighted-

average exercise price per share (NTD)

Outstanding at beginning of period

 

48,729

 

48,729

 

$10.40

Exercised

 

(20,668)

 

(20,668)

 

$10.40

Forfeited

 

(66)

 

(66)

 

$10.40

Outstanding at end of period

 

27,995

 

27,995

 

$10.40

 

 

 

 

 

 

 

Exercisable at end of period

 

23,549

 

23,549

 

$10.40

 

b.  All employee stock options expired on June 18, 2015.  Therefore, both total number of options outstanding and shares exercisable to option holders were zero.

 

The weighted-average share price at the date of exercise of employee stock options for the three-month period ended March 31, 2015 was NT$15.50.

 

c.  Effective 2008, the compensation expenses related to the Company’s compensatory employee stock option plan were calculated based on fair value.  The compensation expenses for the three-month period ended March 31, 2015 were NT$0 million.

 

The fair value of the aforementioned options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions.  The assumptions after the adoption of IFRS 2 “Share-based Payment” to account for share-based payments were as follows:

 

Items

 

Factors

Expected dividend yields

 

1.98%

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

 

40.63%

Risk-free interest rate

 

1.01%

Weighted-average expected life

3.16~5.03 years

 

44


 

 

 

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

 

(17) Operating Revenues

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net sales

 

 

 

 

Sale of goods

 

$32,946,931

 

$36,706,417

Other operating revenues

 

 

 

 

Royalty

 

-

 

9,394

Mask tooling

 

1,220,560

 

807,792

Others

 

236,588

 

126,041

Net operating revenues

 

$34,404,079

 

$37,649,644

 

(18) Operating Costs and Expenses

 

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

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

 

 

Operating costs

 

Operating expenses

 

 

Total

 

Operating costs

 

Operating expenses

 

Total

Personnel expenses

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

$3,590,511

 

$1,557,001

 

$5,147,512

 

$3,925,937

 

$1,605,358

 

$5,531,295

Labor and health insurance

 

195,879

 

84,910

 

280,789

 

213,231

 

85,280

 

298,511

Pension

 

243,210

 

86,176

 

329,386

 

240,496

 

82,424

 

322,920

Other personnel expenses

 

50,551

 

16,159

 

66,710

 

54,294

 

22,529

 

76,823

Depreciation

 

11,428,078

 

645,555

 

12,073,633

 

9,731,506

 

563,289

 

10,294,795

Amortization

 

180,421

 

389,428

 

569,849

 

160,343

 

277,056

 

437,399

 

45


 

 

 

Based on Article 235-1 of Company Act revised on May 20, 2015, the Company shall distribute a portion of current year’s profit as employees’ compensation after offsetting  the cumulative losses, if any.  The aforementioned employees’ compensation distributed in the form of shares or in cash shall be resolved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors and reported at the stockholders’ meeting.  The Board of Directors approved the distribution on March 16, 2016 and will amend the Articles of Incorporation according to the aforementioned revision of Company Act at the stockholders’ meeting in 2016.  The employees’ compensation for 2015 will be determined based on the revised Articles of Incorporation and reported at the stockholders’ meeting.

 

The policies of employees’ compensation and remuneration to directors bound by the amendment of UMC’s Articles of Incorporation, which will be proposed in the stockholders’ meeting, are as follows:

The Company shall distribute no less than 5% of current year’s profit as employees’ compensation and no greater than 0.1% of current year’s profit as remuneration to directors after offsetting the cumulative losses, if any.  The aforementioned employees’ compensation shall be distributed in the form of shares or in cash to the employee who satisfies certain criteria set up by the Board of Directors.  The remuneration to directors shall be distributed in cash only.  The employees’ compensation and remuneration to directors shall be resolved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors and reported at the stockholders’ meeting.

 

The Company estimates the amounts of the employees’ compensation and remuneration to directors and recognizes them in the profit or loss during the periods when earned for the three-month periods ended March 31, 2016 and 2015.  The Board of Directors estimated the amount by taking into consideration the proposed amendment of the Articles of Incorporation, government regulations and industry averages.  If the Board of Directors resolves to distribute employee compensation through stock, the number of stock distributed is calculated based on total employee compensation divided by the closing price of the day before the Board of Directors meeting.  If the Board of Directors subsequently modifies the estimates significantly, UMC will recognize the change as an adjustment in the profit or loss in the subsequent period.  The difference between the estimation and the resolution of the stockholders’ meeting will be recognized in profit or loss in the subsequent year.

 

46


 

 

 

2014 employees’ compensation and directors’ remuneration were approved through the stockholders’ meeting on June 9, 2015, while 2015 employees’ compensation and directors’ remuneration were approved through the Board of Directors’ meeting on March 16, 2016.  The details of information are as follows:

 

 

 

2015

 

2014

Employees’ compensation – Cash

 

$1,131,180

 

$1,458,956

Directors’ remuneration

 

12,086

 

10,812

 

The aforementioned 2014 employees’ compensation and remuneration to directors approved during the stockholders’ meeting were consistent with the resolutions of meeting of Board of Directors on March 18, 2015.

 

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

 

(19) Net Other Operating Income and Expenses

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net rental loss from property

 

$(29,082)

 

$(10,400)

Gain on disposal of property, plant and equipment

 

20,143

 

52,113

Impairment loss of property, plant and equipment

 

-

 

(225,530)

Others

 

23,043

 

41,203

Total

 

$14,104

 

$(142,614)

 

(20) Non-Operating Income and Expenses

 

a.  Other income

 

 

47


 

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Interest income

 

 

 

 

Bank deposits

 

$85,922

 

$65,614

Others

 

13,548

 

8,481

Total

 

$99,470

 

$74,095

 

b.  Other gains and losses

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

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

 

 

 

 

Financial assets held for trading

 

$7,146

 

$88,902

Forward exchange contract

 

166,668

 

43,551

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

 

 

 

 

Designated financial assets at fair value through profit or loss

 

(21,119)

 

(2,628)

Impairment loss

 

 

 

 

Available-for-sale financial assets, noncurrent

 

(90,164)

 

(63,090)

Gain on disposal of investments

 

222,621

 

189,697

Other gains and losses

 

111,647

 

75,107

Total

 

$396,799

 

$331,539

 

c.  Finance costs

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Interest expenses

 

 

 

 

Bonds payable

 

$101,858

 

$46,447

Bank loans

 

54,473

 

54,558

Others

 

21

 

35

Financial expenses

 

25,557

 

13,694

Total

 

$181,909

 

$114,734

 

48


 

 

 

(21) Components of Other Comprehensive Income (Loss)

 

 

 

For the three-month period ended March 31, 2016

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income (loss), before tax

 

Income tax

effect

 

Other comprehensive income (loss), net of tax

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

$(1,161,341)

 

$-

 

$(1,161,341)

 

$4,621

 

$(1,156,720)

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

 

537,415

 

(206,278)

 

331,137

 

(54,899)

 

276,238

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

 

294,300

 

-

 

294,300

 

2,958

 

297,258

Total other comprehensive income (loss)

 

$(329,626)

 

$(206,278)

 

$(535,904)

 

$(47,320)

 

$(583,224)

 

 

 

For the three-month period ended March 31, 2015

 

 

 

Arising during the period

 

Reclassification adjustments during the period

 

Other comprehensive income (loss), before tax

 

Income tax

effect

 

Other comprehensive income (loss), net of tax

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

$(890,828)

 

$-

 

$(890,828)

 

$11,336

 

$(879,492)

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

 

746,226

 

(129,167)

 

617,059

 

(23,687)

 

593,372

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

 

178,692

 

-

 

178,692

 

330

 

179,022

Total other comprehensive income (loss)

 

$34,090

 

$(129,167)

 

$(95,077)

 

$(12,021)

 

$(107,098)

 

49


 

 

 

(22) Income Tax

 

a.   The major components of income tax expense for the three-month periods ended March 31, 2016 and 2015 were as follows:

 

i.    Income tax expense recorded in profit or loss

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Current income tax expense (benefit):

 

 

 

 

Current income tax charge

 

$697,501

 

$569,983

Adjustments in respect of current income tax of prior periods

 

463

 

(6,096)

Deferred income tax expense (benefit):

 

 

 

 

Deferred income tax related to origination and reversal of temporary differences

 

(754,748)

 

(332,232)

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

 

28,673

 

194,873

Adjustment of prior year’s deferred income tax

 

(3,766)

 

-

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

 

(17,214)

 

15,110

Income tax expense (benefit) recorded in profit or loss

 

$(49,091)

 

$441,638

 

ii.   Income tax relating to components of other comprehensive income

 

Items that may be reclassified subsequently to profit or loss:

 

50


 

 

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Exchange differences on translation of foreign operations

 

$4,621

 

$11,336

Unrealized gain on available-for-sale financial assets

 

(54,899)

 

(23,687)

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

 

2,958

 

330

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

 

$(47,320)

 

$(12,021)

 

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

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Income before tax

 

$30,089

 

$4,354,110

At UMC’s statutory income tax rate of 17%

 

5,115

 

740,199

Adjustments in respect of current income tax of prior periods

 

463

 

(6,096)

Net change in loss carry-forward and investment tax credits

 

88,887

 

99,342

Tax effect of deferred tax assets/liabilities

 

(19,980)

 

(28,558)

Tax effect of non-taxable income and not-deductible expenses:

 

 

 

 

Tax exempt income

 

(361,920)

 

(236,789)

Investment gain

 

(62,158)

 

(199,515)

Others

 

199,265

 

74,679

Basic tax

 

4,597

 

-

Effect of different tax rates applicable to UMC and its subsidiaries

 

(4,067)

 

(2,485)

Taxes withheld in other jurisdictions

 

98,250

 

-

Others

 

2,457

 

861

Income tax expense recorded in profit or loss

 

$(49,091)

 

$441,638

 

c.  The Company is subject to taxation in Taiwan and other foreign jurisdictions.  As of March 31, 2016, income tax returns of UMC and its subsidiaries in Taiwan have been examined by the tax authorities through 2013 and 2012, respectively, while in other foreign jurisdictions, relevant tax authorities have completed the examination through 2009.  UMC has applied for a recheck of the 2013, 2012 and 2011 tax returns to the competent tax collection authorities as UMC disagreed with the decision made in the tax assessment notices.

 

51


 

 

 

d. Imputation credit information

 

 

 

As of

 

 

March 31,
2016

 

December 31,
2015

 

March 31,
2015

Balances of imputation credit amounts

 

$2,656,895

 

$2,656,855

 

$1,344,439

 

The expected creditable ratio for 2015 and the actual creditable ratio for 2014 were 6.18% and 6.81%, respectively.  Effective from January 1, 2015, imputation credit ratio for individual stockholders residing in R.O.C. will be half of the original ratio according to the revised Article 66-6 of Income Tax Act.

 

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

 

(23) Earnings Per Share

 

a.  Earnings per share-basic

 

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

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net income attributable to the parent company

 

$209,632

 

$3,979,910

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

 

12,408,240

 

12,526,260

Earnings per share-basic (NTD)

 

$0.02

 

$0.32

 

 

52


 

 

b.   Earnings per share-diluted

 

Diluted earnings per share is calculated by taking basic earnings per share plus the effect of additional common shares that would have been outstanding if the dilutive share equivalents had been issued.  The net income attributable to ordinary equity holders of the parent company would be also adjusted for the interest and other income or expenses derived from any underlying dilutive share equivalents, such as convertible bonds.  For employees’ compensation that may be distributed in shares, the number of shares to be distributed is taken into consideration assuming the distribution will be made entirely in shares when calculating diluted earnings per share.  Additionally, the dilutive effect of outstanding employee options generally should be reflected in diluted earnings per share by application of treasury stock method.  The “assumed proceeds” include the exercise price of the options and the average measured but unrecognized compensation expense during the period.

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Net income attributable to the parent company

 

$209,632

 

$3,979,910

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

 

12,408,240

 

12,526,260

Effect of dilution

 

 

 

 

Employees’ compensation

 

84,031

 

121,144

Employee stock options

 

-

 

12,642

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

 

12,492,271

 

12,660,046

 

 

 

 

 

Diluted earnings per share (NTD)

 

$0.02

 

$0.31

 

(24) Deconsolidation of Subsidiaries

 

TOPCELL SOLAR INTERNATIONAL CO., LTD. (TOPCELL)

 

In order to integrate resources and reduce operating cost by improving operating performance and expanding economies of scale, TOPCELL’s Board of Directors (TOPCELL, one of the Company’s subsidiaries) resolved to offer a merger with MOTECH INDUSTRIES, INC. (MOTECH) on December 26, 2014.  Six shares of TOPCELL were exchanged for one share of MOTECH.  MOTECH was the surviving company and the merger date was June 1, 2015.  TOPCELL’s assets and liabilities were reclassified to non-current assets held for sale as a disposal group as of March 31, 2015 until the Company derecognized the related assets and liabilities of TOPCELL on June 1, 2015.  This disposal group was classified under new business segment.

 

a.    Assets and liabilities reclassified to non-current assets held for sale as a disposal group mainly consisted of:

 

 

 

As of

 

 

 

March 31,

2015

Assets

 

 

 

Cash and cash equivalents

 

 

$331,248

Notes and accounts receivable

 

 

412,812

Other receivables

 

 

63,197

Inventories

 

 

801,629

Prepayments

 

 

298,556

Property, plant and equipment

 

 

3,848,487

Others

 

 

57,486

 

 

 

5,813,415

Liabilities

 

 

 

Short-term loans

 

 

(2,619,307)

Notes and accounts payable

 

 

(354,622)

Other payables

 

 

(190,262)

Payables on equipment

 

 

(156,028)

Current portion of long-term liabilities

 

 

(810,878)

Other current liabilities

 

 

(50,736)

Long-term loans

 

 

(266,292)

 

 

 

(4,448,125)

Net carrying amount of the disposal group

 

 

$1,365,290

 

53


 

 

 

b.    The following are TOPCELL’s derecognized information:

 

i.   Derecognized assets and liabilities mainly consisted of:

 

 

 

Assets

 

 

Cash and cash equivalents

 

$834,955

Notes and accounts receivable

 

855,927

Other receivables

 

60,638

Inventories

 

495,726

Prepayments

 

231,288

Property, plant and equipment

 

3,862,129

Others

 

106,714

 

 

6,447,377

Liabilities

 

 

Short-term loans

 

(3,488,700)

Notes and accounts payable

 

(409,244)

Other payables

 

(197,259)

Payables on equipment

 

(127,297)

Current portion of long-term liabilities

 

(810,878)

Other current liabilities

 

(10,107)

Long-term loans

 

(176,470)

 

 

(5,219,955)

Net carrying amount of the disposal group

 

$1,227,422

 

 

54


 

 

ii.  Consideration received and gain recognized from the transaction:

 

 

 

 

Stock receivedMOTECH

 

$1,495,023

Less: Net assets of the subsidiary deconsolidated

 

(1,227,422)

Add: Non-controlling interests

 

100,400

Less: Goodwill

 

(43,072)

Gain on disposal of the shares of subsidiary

 

$324,929

 

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

 

Cash received

 

$-

Net cash of subsidiary derecognized

 

(834,955)

Net cash flow from deconsolidation

 

$(834,955)

 

7.    RELATED PARTY TRANSACTIONS

 

(1)   Significant related party transactions

 

a.  Operating transactions

 

Operating revenues

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Associates

 

$529,250

 

$-

Joint ventures

 

3,572

 

3,548

Other related parties

 

166

 

466

Total

 

$532,988

 

$4,014

 

Accounts receivable, net

 

 

 

As of

 

 

March 31,

2016

 

December 31,

 2015

 

March 31,

2015

Associates

 

$301,899

 

$215,402

 

$-

Joint ventures

 

1,158

 

1,161

 

1,172

Other related parties

 

-

 

1,834

 

347

Total

 

303,057

 

218,397

 

1,519

Less Allowance for sales returns and discounts

 

 

(3,412)

 

(4,937)

 

(149)

Net

 

$299,645

 

$213,460

 

$1,370

 

55


 

 

 

The sales price to the above related parties was determined through mutual agreement in reference to market conditions.  The collection periods for domestic sales to related parties were month-end 45~60 days, while the term for overseas sales was net 60 days.

 

b.    Significant asset transactions

 

Acquisition of intangible assets

 

 

 

For the three-month periods ended March 31,

 

 

Purchase price

 

 

2016

 

2015

Associates

 

$26,765

 

$-

 

c.     Key management personnel compensation

 

 

 

For the three-month periods ended March 31,

 

 

2016

 

2015

Short-term employee benefits

 

$57,331

 

$66,085

Post-employment benefits

 

726

 

703

Termination benefits

 

938

 

-

Others

 

110

 

125

Total

 

$59,105

 

$66,913

 

8.    ASSETS PLEDGED AS COLLATERAL

 

As of March 31, 2016, December 31, 2015 and March 31, 2015

 

 

 

Amount

 

 

 

 

 

 

As of

 

 

 

 

 

 

March 31,

 2016

 

December 31,

 2015

 

March 31,

 2015

 

Party to which asset(s)

was pledged

 

Purpose of pledge

Refundable Deposits

(Time deposit)

 

$815,159

 

$815,159

 

$815,119

 

Customs

 

Customs duty guarantee

Refundable Deposits

(Time deposit)

 

261,913

 

207,510

 

198,343

 

Science Park Administration

 

Collateral for land lease

Refundable Deposits

(Time deposit)

 

49,785

 

49,785

 

50,402

 

Liquefied Natural Gas Business Division, CPC Corporation, Taiwan

 

Energy resources guarantee

Refundable Deposits

(Time deposit)

 

870

 

870

 

870

 

National Pingtung University of Science and Technology

 

Guarantee for engineering project

Refundable Deposits

(Time deposit)

 

357

 

357

 

357

 

National Pei-men Senior High School

 

Guarantee for engineering project

Refundable Deposits

(Time deposit)

 

286

 

286

 

1,246

 

Bureau of Energy, Ministry of Economic Affairs

 

Energy resources guarantee

Buildings

 

143,635

 

145,493

 

541,723

 

Taiwan Cooperative Bank, Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long-term loans

Machinery and equipment

 

381,569

 

414,275

 

3,033,367

 

Bank of Taiwan, Taiwan Cooperative Bank, First Commercial Bank, Mega International Commercial Bank and Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long-term and short-term loans

Furniture and fixtures

 

-

 

-

 

10,976

 

Syndicated Loans from Taiwan Cooperative Bank and 5 others

 

Collateral for long-term loans

Total

 

$1,653,574

 

$1,633,735

 

$4,652,403

 

 

 

 

 

56


 

 

 

9.    SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

 

(1)   The Company entered into several patent license agreements and development contracts of intellectual property for a total contract amount of approximately NT$19.4 billion.  As of March 31, 2016, the portion of royalties and development fees not yet recognized was NT$4.9 billion.

 

(2)   The Company entered into several construction contracts for the expansion of its factory premise.  As of March 31, 2016, these construction contracts amounted to approximately NT$26.4 billion and the portion of the contracts not yet recognized was approximately NT$8.3 billion.

 

(3)   The Company entered into several operating lease contracts for land and office.  These renewable operating leases will expire in various years through 2036.  Future minimum lease payments under those leases are as follows:

 

Year

 

 

 

As of March 31, 2016

2016

 

 

 

$299,432

2017

 

 

 

378,984

2018

 

 

 

313,986

2019

 

 

 

309,716

2020

 

 

 

285,204

2021 and thereafter

 

 

 

3,146,431

Total

 

 

 

$4,733,753

 

57


 

 

 

(4)   The Board of Directors of UMC resolved to participate in a 3-way agreement with Xiamen Municipal People’s Government and FUJIAN ELECTRONICS & INFORMATION GROUP to form a company which will focus on 12’’ wafer foundry services.  Based on the agreement, UMC will submit an investment application with R.O.C. government authorities for approval to invest in the company established by Xiamen Municipal People’s Government and FUJIAN ELECTRONICS & INFORMATION GROUP.  The Company anticipates that its investment could reach approximately US$1.4 billion in the next five years, with instalment funding starting in 2015.  On December 31, 2014, UMC obtained R.O.C. government authority’s approval of the investment application for US$0.7 billion (including indirect investment).  In January 2015, the Company obtained the control over UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. by acquiring more than half of the seats of the Board of Directors.  As of March 31, 2016, the Company invested RMB 1.8 billion.  Furthermore, according to the agreement, UMC recognized a financial liability in other noncurrent liabilities-others, for repurchase from Xiamen Municipal People’s Government and FUJIAN ELECTRONICS & INFORMATION GROUP their investments in the company at their original investment cost plus interest, beginning from the seventh year following the last instalment payment made by Xiamen Municipal People’s Government and FUJIAN ELECTRONICS & INFORMATION GROUP.

 

10.  SIGNIFICANT DISASTER LOSS

 

None.

 

11.  SIGNIFICANT SUBSEQUENT EVENTS

 

On April 22, 2016, to promote transparency and establish accountability, the Board of Directors of the Company’s subsidiaries, UMC CAPTITAL CORP. and OMNI GLOBAL LIMITED, resolved an organizational restructure plan, under which all share rights of ECP VITA PTE LTD., the subsidiary of UMC CAPITAL CORP., will be transferred to OMNI GLOBAL LIMITED.

 

12.  OTHERS

 

(1)   Categories of financial instruments

 

 

 

As of

Financial Assets

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Non-derivative financial instruments

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

 

 

 

 

 

Designated financial assets at fair value through profit or loss

 

 

$286,205

 

$295,708

 

$147,922

Financial assets held for trading

 

556,831

 

450,135

 

750,058

Subtotal

 

843,036

 

745,843

 

897,980

Available-for-sale financial assets

 

23,700,996

 

23,800,686

 

26,821,106

Financial assets measured at cost

 

3,277,224

 

3,888,309

 

3,855,368

Loans and receivables

 

 

 

 

 

 

Cash and cash equivalents (excludes cash on hand)

 

 

59,537,431

 

53,286,490

 

53,628,371

Receivables

 

20,439,794

 

19,964,707

 

21,176,180

Refundable deposits

 

2,107,423

 

2,638,788

 

1,145,916

Other financial assets, current

 

1,808,655

 

1,066,447

 

2,313,713

Subtotal

 

83,893,303

 

76,956,432

 

78,264,180

Derivative financial instruments

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

 

 

 

 

 

Forward exchange contracts

 

95,046

 

1,008

 

47,292

Total

 

$111,809,605

 

$105,392,278

 

$109,885,926

 

 

 

 

 

 

 

As of

Financial Liabilities

 

March 31,

2016

 

December 31,
2015

 

March 31,

2015

Non-derivative financial instruments

 

 

 

 

 

 

Financial liabilities measured at amortized cost

 

 

 

 

 

 

Short-term loans

 

$7,398,308

 

$5,505,049

 

$7,216,847

Payables

 

26,590,510

 

33,242,615

 

25,840,057

Capacity deposit (current portion included)

 

326,627

 

358,887

 

67,058

Bonds payable

 

41,722,098

 

41,636,670

 

24,978,847

Long-term loans (current portion included)

 

11,341,606

 

12,489,458

 

13,548,186

Other financial liabilities-noncurrent

 

19,283,381

 

6,056,742

 

6,029,151

Subtotal

 

106,662,530

 

99,289,421

 

77,680,146

Derivative financial instruments

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

Forward exchange contracts

 

-

 

999

 

-

Total

 

$106,662,530

 

$99,290,420

 

$77,680,146

             

 

58


 

 

 

(2)   Financial risk management objectives and policies

 

The Company’s risk management objectives are to manage the market risk, credit risk and liquidity risk related to its operating activities.  The Company identifies, measures and manages the aforementioned risks based on policy and risk preference.

 

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

 

(3)   Market risk

 

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

 

Foreign currency risk

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

 

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

 

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period.  When NTD strengthens/ weakens against USD by 10%, the profit for the three-month periods ended March 31, 2016 and 2015 decreases/increases by NT$270 million and increases/decreases NT$130 million, respectively.

 

59


 

 

 

Interest rate risk

The Company is exposed to interest rate risk arising from borrowing at floating interest rates.  All of the Company’s bonds have fixed interest rates and are measured at amortized cost.  As such, changes in interest rates would not affect the future cash flows.  On the other hand, as the interest rates of the Company’s short-term and long-term bank loans are floating, changes in interest rates would affect the future cash flows but not the fair value.  Please refer to Note 6(10), 6(12) and 6(13) for the range of interest rate of the Company’s bonds and bank loans.

 

At the reporting dates, a change of 10 basis points of interest rate in a reporting period could cause the profit for the three-month periods ended March 31, 2016 and 2015 to decrease/increase by NT$5 million and NT$5 million, respectively.

 

Equity price risk

The Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future performance of equity markets.  The Company’s listed equity investments are classified as financial assets at fair value through profit or loss and available-for-sale financial assets, while unlisted equity securities are classified as available-for-sale financial assets which are subsequently measured using a valuation model and financial assets measured at cost.

 

The sensitivity analysis for the equity instruments is based on the change in fair value as of the reporting date.  A change of 5% in the price of the aforementioned financial assets at fair value through profit or loss could increase/decrease the Company’s profit for the three-month periods ended March 31, 2016 and 2015 by NT$18 million and NT$18 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 three-month periods ended March 31, 2016 and 2015 by NT$1,145 million and NT$1,340 million, respectively.

 

(4)   Credit risk management

 

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

 

60


 

 

 

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

 

As of March 31, 2016, December 31, 2015 and March 31, 2015, accounts receivables from the top ten customers represent 71%, 58% and 52% of the total accounts receivables of the Company, respectively.  The credit concentration risk of other accounts receivables is insignificant.

 

(5)   Liquidity risk management

 

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

 

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

 

 

 

As of March 31, 2016

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$7,443,738

 

$-

 

$-

 

$-

 

$7,443,738

Payables

 

26,265,773

 

-

 

-

 

113,550

 

26,379,323

Capacity deposits

 

26,849

 

299,778

 

-

 

-

 

326,627

Bonds payable

 

578,998

 

15,457,912

 

23,424,637

 

5,195,285

 

44,656,832

Long-term loans

 

4,500,284

 

3,593,121

 

3,623,862

 

58,872

 

11,776,139

Other financial liabilities

-noncurrent

 

9,051

 

-

 

-

 

21,650,061

 

21,659,112

Total

 

$38,824,693

 

$19,350,811

 

$27,048,499

 

$27,017,768

 

$112,241,771

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$5,539,169

 

$-

 

$-

 

$-

 

$5,539,169

Payables

 

32,882,728

 

-

 

-

 

107,975

 

32,990,703

Capacity deposits

 

167,586

 

191,301

 

-

 

-

 

358,887

Bonds payable

 

622,936

 

15,510,038

 

23,444,199

 

5,218,410

 

44,795,583

Long-term loans

 

6,782,180

 

4,206,040

 

1,829,407

 

62,208

 

12,879,835

Other financial liabilities

-noncurrent

 

-

 

-

 

-

 

6,778,450

 

6,778,450

Total

 

$45,994,599

 

$19,907,379

 

$25,273,606

 

$12,167,043

 

$103,342,627

 

 

 

 

 

 

 

 

 

 

 

Derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Forward exchange contracts

 

 

 

 

 

 

 

 

 

 

Net settlement

 

$(999)

 

$-

 

$-

 

$-

 

$(999)

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31, 2015

 

 

Less than

1 year

 

2 to 3

years

 

4 to 5

years

 

> 5 years

 

Total

Non-derivative financial liabilities

 

 

 

 

 

 

 

 

 

 

Short-term loans

 

$7,285,486

 

$-

 

$-

 

$-

 

$7,285,486

Payables

 

25,531,415

 

-

 

-

 

103,146

 

25,634,561

Capacity deposits

 

-

 

67,058

 

-

 

-

 

67,058

Bonds payable

 

578,999

 

15,666,412

 

5,306,554

 

5,287,785

 

26,839,750

Long-term loans

 

3,836,559

 

8,318,661

 

1,945,574

 

1,142

 

14,101,936

Other financial liabilities

-noncurrent

 

-

 

-

 

-

 

6,841,876

 

6,841,876

Total

 

$37,232,459

 

$24,052,131

 

$7,252,128

 

$12,233,949

 

$80,770,667

 

61


 

 

 

(6)   Foreign currency risk management

 

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

 

As of March 31, 2016

 

Type

 

Notional Amount

 

Contract Period

Forward exchange contracts

 

Sell USD 80 million

 

February 3, 2016~April 26, 2016

 

As of December 31, 2015

 

Type

 

Notional Amount

 

Contract Period

Forward exchange contracts

 

Sell USD 44 million

 

December 3, 2015~January 28, 2016

 

 

62


 

 

As of March 31, 2015

 

Type

 

Notional Amount

 

Contract Period

Forward exchange contracts

 

Sell USD 172 million

 

February 25, 2015~April 23, 2015

 

(7)   Fair value of financial instruments

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

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

 

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

 

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

 

63


 

 

 

 

 

As of March 31, 2016

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$556,831

 

$209,551

 

$-

 

$766,382

Financial assets at fair value through profit or loss, noncurrent

 

-

 

171,700

 

-

 

171,700

Available-for-sale financial assets, noncurrent

 

14,127,807

 

157,256

 

9,415,933

 

23,700,996

 

 

 

As of December 31, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$450,135

 

$214,783

 

$-

 

$664,918

Financial assets at fair value through profit or loss, noncurrent

 

-

 

81,933

 

-

 

81,933

Available-for-sale financial assets, noncurrent

 

14,571,610

 

142,231

 

9,086,845

 

23,800,686

Financial liabilities:

 

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss, current

 

-

 

999

 

-

 

999

 

 

 

As of March 31, 2015

 

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss, current

 

$750,058

 

$150,876

 

$-

 

$900,934

Financial assets at fair value through profit or loss, noncurrent

 

-

 

44,338

 

-

 

44,338

Available-for-sale financial assets, noncurrent

 

19,349,074

 

157,413

 

7,314,619

 

26,821,106

 

Fair values of financial assets at fair value through profit or loss and available-for-sale financial assets that are categorized into level 1 are based on the quoted market prices in active market.  If there is no active market, the Company estimates the fair value by using the market method valuation techniques based on parameters such as recent fund raising activities, valuation of similar companies, individual company’s development, market conditions and other economic indicators.  If there are restrictions on the sale or transfer of an available-for-sale financial asset, which are a characteristic of the asset, the fair value of the asset will be determined based on similar but unrestricted financial assets’ quoted market price with appropriate discounts for the restrictions.

 

64


 

 

 

During the three-month periods ended March 31, 2016 and 2015, there were no significant transfers between Level 1 and Level 2 fair value measurements.

 

Reconciliations for fair value measurement in Level 3 fair value hierarchy were as follows:

 

 

 

Available-for-sale financial assets

 

 

Common stock

 

Funds

 

Preferred stock

 

Total

As of January 1, 2016

 

$7,138,180

 

$782,409

 

$1,166,256

 

$9,086,845

Recognized in profit (loss)

 

(47,822)

 

-

 

-

 

(47,822)

Recognized in other comprehensive income (loss)

 

380,903

 

(7,483)

 

(6,637)

 

366,783

Acquisition

 

116

 

12,005

 

33,347

 

45,468

Disposal

 

(2,782)

 

-

 

-

 

(2,782)

Exchange effect

 

(7,881)

 

(9,134)

 

(15,544)

 

(32,559)

As of March 31, 2016

 

$7,460,714

 

$777,797

 

$1,177,422

 

$9,415,933

 

 

 

 

 

 

 

 

Available-for-sale financial assets

 

 

Common stock

 

Funds

 

Preferred stock

 

Total

As of January 1, 2015

 

$5,236,004

 

$-

 

$781,148

 

$6,017,152

Recognized in profit (loss)

 

(4,563)

 

-

 

-

 

(4,563)

Recognized in other comprehensive income (loss)

 

473,465

 

-

 

-

 

473,465

Acquisition

 

1,376,000

 

8,529

 

38,700

 

1,423,229

Transfer to Level 3

 

35,916

 

-

 

-

 

35,916

Transfer out of Level 3

 

(625,193)

 

-

 

-

 

(625,193)

Exchange effect

 

(2,256)

 

(91)

 

(3,040)

 

(5,387)

As of March 31, 2015

 

$6,489,373

 

$8,438

 

$816,808

 

$7,314,619

 

65


 

 

 

Recognized as part of profit (loss) above, the loss from financial assets still held by the Company as of March 31, 2016 and 2015 were NT$48 million and NT$5 million, respectively.

 

Recognized as part of other comprehensive income (loss) above, the income from financial assets still held by the Company as of March 31, 2016 and 2015 were NT$367 million and NT$107 million, respectively.

 

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

 

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

 

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

 

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

 

As of March 31, 2016

 

 

 

 

 

Fair value measurements during reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables

 

$42,365,158

 

$25,120,098

 

$17,245,060

 

$-

 

$41,722,098

Long-term loans (current portion included)

 

11,341,606

 

-

 

11,341,606

 

-

 

11,341,606

 

66


 

 

 

As of December 31, 2015

 

 

 

 

 

Fair value measurements during reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables

 

$42,325,673

 

$25,134,763

 

$17,190,910

 

$-

 

$41,636,670

Long-term loans (current portion included)

 

12,489,458

 

-

 

12,489,458

 

-

 

12,489,458

 

As of March 31, 2015

 

 

 

 

 

Fair value measurements during reporting period using

 

 

Items

 

Fair value

 

Level 1

 

Level 2

 

Level 3

 

Carrying amount

Bonds payables

 

$25,094,518

 

$25,094,518

 

$-

 

$-

 

$24,978,847

Long-term loans (current portion included)

 

13,548,186

 

-

 

13,548,186

 

-

 

13,548,186

 

(8)   Significant assets and liabilities denominated in foreign currencies

 

 

As of

 

March 31, 2016

 

December 31, 2015

 

Foreign Currency (thousand)

 

Exchange Rate

NTD (thousand)

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD (thousand)

Financial Assets

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

$1,513,097

 

32.15

 

$48,652,707

 

$1,725,145

 

32.75

 

$56,491,956

JPY

4,945,851

 

0.2817

 

1,393,262

 

9,788,783

 

0.2673

 

2,616,896

EUR

10,169

 

36.35

 

369,610

 

2,843

 

35.43

 

100,737

SGD

45,367

 

23.83

 

1,081,094

 

47,351

 

23.18

 

1,097,581

RMB

2,756,266

 

4.9587

 

13,667,552

 

647,490

 

4.97

 

3,220,014

 

 

 

 

 

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

135,597

 

32.17

 

4,362,179

 

130,593

 

32.76

 

4,278,209

JPY

10,919,474

 

0.2851

 

3,113,142

 

10,919,474

 

0.2709

 

2,958,086

 

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

 

 

 

 

 

USD

574,229

 

32.27

 

18,530,372

 

746,826

 

32.86

 

24,540,716

JPY

5,020,358

 

0.2892

 

1,451,888

 

9,414,887

 

0.2750

 

2,589,093

EUR

10,584

 

36.81

 

389,612

 

2,253

 

36.10

 

81,332

SGD

39,774

 

24.01

 

954,987

 

46,302

 

23.36

 

1,081,629

RMB

605,988

 

5.009

 

3,035,396

 

167,494

 

5.02

 

841,323

 

 

 

 

 

 

 

 

 

 

 

 

The exchange gain or loss from monetary financial assets and liabilities

 

 

 

 

 

 

USD

 

 

 

 

(100,644)

 

 

 

 

 

358,721

JPY

 

 

 

 

10,982

 

 

 

 

 

117,978

EUR

 

 

 

 

1,455

 

 

 

 

 

(19,908)

SGD

 

 

 

 

(5,353)

 

 

 

 

 

(18,603)

RMB

 

 

 

 

(73,866)

 

 

 

 

 

7,428

Other

 

 

 

 

28

 

 

 

 

 

(76,305)

 

67


 

 

 

 

 

As of

 

 

March 31, 2015

 

 

Foreign Currency (thousand)

 

Exchange Rate

 

NTD

(thousand)

Financial Assets

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

USD

 

$1,756,995

 

31.23

 

$54,875,748

JPY

 

7,787,884

 

0.2555

 

1,989,505

EUR

 

6,857

 

33.37

 

228,814

SGD

 

36,463

 

22.69

 

827,353

RMB

 

1,822,866

 

5.02

 

9,150,767

 

 

 

 

 

 

 

Non-Monetary items

 

 

 

 

 

 

USD

 

96,396

 

31.17

 

3,004,322

JPY

 

5,000,000

 

0.2586

 

1,293,000

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

Monetary items

 

 

 

 

 

 

USD

 

587,565

 

31.34

 

18,412,141

JPY

 

8,269,067

 

0.2627

 

2,172,284

EUR

 

4,378

 

33.87

 

148,297

SGD

 

46,009

 

22.87

 

1,052,230

RMB

 

9,801

 

5.07

 

49,689

 

 

 

 

 

 

 

The exchange gain or loss from monetary financial assets and liabilities

 

 

USD

 

 

 

 

 

(18,634)

JPY

 

 

 

 

 

42,296

EUR

 

 

 

 

 

(7,035)

SGD

 

 

 

 

 

(12,403)

RMB

 

 

 

 

 

(3,018)

Other

 

 

 

 

 

(78,474)

(9)   Significant intercompany transactions among consolidated entities for the three-month periods ended March 31, 2016 and 2015 are disclosed in Attachment 1.

 

68


 

 

 

(10) Capital management

 

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximize the stockholders’ value.  The Company also ensures its ability to operate continuously to provide returns to stockholders and the interests of other related parties, while maintaining the optimal capital structure to reduce costs of capital.

 

To maintain or adjust the capital structure, the Company may adjust the dividend payment to stockholders, return capital to stockholders, issue new shares or dispose assets to redeem liabilities.

 

Similar to its peers, the Company monitors its capital based on debt to capital ratio.  The ratio is calculated as the Company’s net debt divided by its total capital.  The net debt is derived by taking the total liabilities on the consolidated balance sheets minus cash and cash equivalents.  The total capital consists of total equity (including capital, additional paid-in capital, retained earnings, other components of equity and non-controlling interests) plus net debt.

 

The Company has maintained the same capital management strategy for the three-month period ended March 31, 2016 as compared to the three-month period ended March 31, 2015, which is to maintain a reasonable ratio in order to raise capital with reasonable cost.  The debt to capital ratios as of March 31, 2016, December 31, 2015 and March 31, 2015 were as follows:

 

 

 

As of

 

 

March 31, 2016

 

December 31, 2015

 

March 31, 2015

Total liabilities

 

$116,486,361

 

$108,549,407

 

$91,802,574

Less: Cash and cash equivalents

 

(59,541,389)

 

(53,290,433)

 

(53,632,056)

Net debt

 

56,944,972

 

55,258,974

 

38,170,518

Total equity

 

228,444,337

 

228,817,403

 

229,262,232

Total capital

 

$285,389,309

 

$284,076,377

 

$267,432,750

Debt to capital ratios

 

19.95%

 

19.45%

 

14.27%

 

 

69


 

 

13.  ADDITIONAL DISCLOSURES

 

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

 

a.   Financing provided to others for the three-month period ended March 31, 2016: Please refer to Attachment 2.

 

b.   Endorsement/Guarantee provided to others for the three-month period ended March 31, 2016: Please refer to Attachment 3.

 

c.   Securities held as of March 31, 2016 (excluding subsidiaries, associates and joint venture): Please refer to Attachment 4.

 

d.   Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016: Please refer to Attachment 5.

 

e.   Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016: Please refer to Attachment 6.

 

f.    Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016: Please refer to Attachment 7.

 

g.   Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the three-month period ended March 31, 2016: Please refer to Attachment 8.

 

h.   Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of March 31, 2016: Please refer to Attachment 9.

 

i.    Names, locations and related information of investees as of March 31, 2016 (excluding investment in Mainland China): Please refer to Attachment 10.

 

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

 

 

70


 

 

(2)   Investment in Mainland China

 

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

 

b.   Directly or indirectly significant transactions through third regions with the investees in Mainland China, including price, payment terms, unrealized gain or loss, and other events with significant effects on the operating results and financial condition: 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 March 31, 2016, the Company had the following segments: wafer fabrication and new business.  There were no material differences between the accounting policies, described in Note 4, and those applied by the operating segments.  The primary operating activity of the wafer fabrication segment is the manufacture of chips to the design specifications of our customers by using our own proprietary processes and techniques.  The Company maintains a diversified customer base across industries, including communication, consumer electronics, computer, memory and others, while continuing to focus on manufacturing for high growth, large volume applications, including networking, telecommunications, internet, multimedia, PCs and graphics.  New business segment primarily includes researching, developing, manufacturing, and providing solar energy and new generation light-emitting diode (LED).

 

Reportable segment information for the three-month periods ended March 31, 2016 and 2015 were as follows:

 

71


 

 

 

 

 

For the three-month period ended March 31, 2016

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$34,305,226

 

$98,853

 

$34,404,079

 

$-

 

$34,404,079

Net revenue from sales among intersegments

 

-

 

1,947

 

1,947

 

(1,947)

 

-

Segment net income (loss), net of tax

 

139,378

 

(237,598)

 

(98,220)

 

177,400

 

79,180

Capital expenditure

 

20,484,212

 

2,914

 

20,487,126

 

-

 

20,487,126

Depreciation

 

11,982,634

 

112,920

 

12,095,554

 

-

 

12,095,554

Share of profit or loss of associates and joint ventures

 

(241,782)

 

(36,044)

 

(277,826)

 

177,401

 

(100,425)

Income tax expense

(benefit)

 

(50,546)

 

1,455

 

(49,091)

 

-

 

(49,091)

Impairment loss

 

83,837

 

6,327

 

90,164

 

-

 

90,164

 

 

 

For the three-month period ended March 31, 2015

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination

 

Consolidated

Net revenue from external customers

 

$36,193,263

 

$1,456,381

 

$37,649,644

 

$-

 

$37,649,644

Net revenue from sales among intersegments

 

-

 

852

 

852

 

(852)

 

-

Segment net income (loss), net of tax

 

4,034,137

 

(346,909)

 

3,687,228

 

225,244

 

3,912,472

Capital expenditure

 

14,856,044

 

36,690

 

14,892,734

 

-

 

14,892,734

Depreciation

 

10,133,492

 

177,305

 

10,310,797

 

-

 

10,310,797

Share of profit or loss of associates and joint ventures

 

(160,698)

 

(22,740)

 

(183,438)

 

225,244

 

41,806

Income tax expense (benefit)

 

442,487

 

(849)

 

441,638

 

-

 

441,638

Impairment loss

 

288,620

 

-

 

288,620

 

-

 

288,620

 

72


 

 

 

 

 

As of March 31, 2016

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$342,738,126

 

$4,960,087

 

$347,698,213

 

$(2,767,515)

 

$344,930,698

Segment liabilities

 

$114,574,217

 

$1,917,566

 

$116,491,783

 

$(5,422)

 

$116,486,361

 

 

 

As of December 31, 2015

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$335,087,629

 

$5,484,681

 

$340,572,310

 

$(3,205,500)

 

$337,366,810

Segment liabilities

 

$106,609,990

 

$1,942,746

 

$108,552,736

 

$(3,329)

 

$108,549,407

 

 

 

As of March 31, 2015

 

 

Wafer Fabrication

 

New Business

 

Subtotal

 

Adjustment and Elimination (Note)

 

Consolidated

Segment assets

 

$313,670,173

 

$11,082,435

 

$324,752,608

 

$(3,687,802)

 

$321,064,806

Segment liabilities

 

$85,329,074

 

$6,477,831

 

$91,806,905

 

$(4,331)

 

$91,802,574

 

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

 

 

73


 
 

 

ATTACHMENT 1 (Significant intercompany transactions between consolidated entities)

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

                             

For the three-month period ended March 31, 2016

                             
   

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

 

$15,560,358

 

Net 60 days

 

45%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

7,451,478

 

-

 

2%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

1,425,938

 

Net 60 days

 

4%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

1,140,357

 

-

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

WAVETEK MICROELECTRONICS CORPORATION

 

1

 

Sales

 

144,309

 

Month-end 30 Days

 

0%

0

 

UNITED MICROELECTRONICS CORPORATION

 

WAVETEK MICROELECTRONICS CORPORATION

 

1

 

Accounts receivable

 

141,842

 

-

 

0%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Sales

 

148,047

 

Net 60 days

 

0%

1

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

UMC GROUP (USA)

 

3

 

Accounts receivable

 

86,795

 

-

 

0%

                             

For the three-month period ended March 31, 2015

                             
   

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

 

$16,480,498

 

Net 60 days

 

44%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP (USA)

 

1

 

Accounts receivable

 

9,319,139

 

-

 

3%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Sales

 

2,002,635

 

Net 60 days

 

5%

0

 

UNITED MICROELECTRONICS CORPORATION

 

UMC GROUP JAPAN

 

1

 

Accounts receivable

 

1,526,217

 

-

 

0%

                             

Note 1: UMC and its subsidiaries are coded as follows:

         1. UMC is coded "0".

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

Note 2: Transactions are categorized as follows:

         1. The holding company to subsidiary.

         2. Subsidiary to holding company.

         3. Subsidiary to subsidiary.

Note 3: The sales price to the above related parties was determined through mutual agreement in reference to market conditions.

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

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

 

 

 

74


 
 

 

ATTACHMENT 2 (Financing provided to others for the three-month period ended March 31, 2016)

(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

 

Related Party

 

Maximum balance for the period

 

Ending balance

 

Actual amount provided

 

Interest rate

 

Nature of financing

 

Amount of sales to (purchases from) counter-party

 

Reason for financing

 

Allowance for doubtful accounts

     

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

 

No

 

$3,023

 

$3,023

 

$3,023

 

9.00%

 

Need for operating

 

$3,023

 

-

 

$3,023

 

None

 

$-

 

$61,243

 

$97,989

                                                                 

OAKWOOD ASSOCIATES LIMITED

                                                   

Collateral

       

No.
(Note 1)

 

Lender

 

Counter-party

 

Financial statement account

 

Related Party

 

Maximum balance for the period

 

Ending balance

 

Actual amount provided

 

Interest rate

 

Nature of financing

 

Amount of sales to (purchases from) counter-party

 

Reason for financing

 

Allowance for doubtful accounts

     

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

 

Limit of total financing amount (Note3)

 
                         

Item

 

Value

   

1

 

OAKWOOD ASSOCIATES LIMITED

 

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Other receivables - related parties

 

Yes

 

$643,400

 

$643,400

 

$-

 

-

 

The need for short-term financing

 

$-

 

Business turnover

 

$-

 

None

 

$-

 

$1,170,893

 

$9,367,143

                                                                 

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

         (i) The parent company is coded "0".

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

Note 2: Limit of financing amount for individual counter-party including guarantee amount shall not exceed 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 March 31, 2016.

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 March 31, 2016.

 

 

 

75


 
 

 

ATTACHMENT 3 (Endorsement/Guarantee provided to others for the three-month period ended March 31, 2016)

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

                                         

UNITED MICROELECTRONICS CORPORATION

 

No.
(Note 1)

 

Endorsor/Guarantor

 

Receiving party

 

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

                 

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

 

Limit of total guarantee/endorsement amount (Note 4)

   

Company name

 

Releationship
(Note 2)

   

Maximum balance for the period

 

Ending balance
(Note 5)

 

Actual amount
provided
(Note 5)

 

Amount of collateral guarantee/endorsement

   

0

 

UNITED MICROELECTRONICS CORPORATION

 

NEXPOWER TECHNOLOGY CORPORATION

 

3

 

$11,323,486

 

$1,700,000

 

$1,700,000

 

$1,385,000

 

$-

 

0.75%

 

$45,293,944

                                         
                                         

NEXPOWER TECHNOLOGY CORPORATION

 

No.
(Note 1)

 

Endorsor/Guarantor

 

Receiving party

 

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

                 

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

 

Limit of total guarantee/endorsement amount (Note 6)

   

Company name

 

Releationship
(Note 2)

   

Maximum balance for the period

 

Ending balance

 

Actual amount
provided

 

Amount of collateral guarantee/endorsement

   

1

 

NEXPOWER TECHNOLOGY CORPORATION

 

SOCIALNEX ITALIA 1 S.R.L.

 

2

 

$46,709

 

$20,308

 

$20,308

 

$20,308

 

$20,308

 

2.17%

 

$373,674

                                         
                                         

Note 1:

The parent company and its subsidiaries are coded as follows:

 1.

The parent company is coded "0".

2.

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

Note 2:

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

1.

A company that has a business relationship with endorsor/guarantor.

2.

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

3.

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

4.

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

5.

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

6.

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

Note 3:

The amount of guarantees/endorsements shall not exceed 20% of the net worth of endorsor/guarantor; and the ceilings on the amount of guarantees/endorsements for any single entity are as follow

1.

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

2.

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

 

The aggregate amount of 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 guaranteed/endorsed amount shall not exceed 20% of UMC's net assets value as of March 31, 2016.

Note 5:

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

 

As of March 31, 2016, actual amount provided was NT$1,385 million.

Note 6:

Limit of total guaranteed/endorsed amount shall not exceed 40% of NEXPOWER's net assets value as of December 31, 2015.

 

76


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

Shares as collateral
(thousand)

Bonds

 

CATHAY FINANCIAL HOLDING CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

190

   

$191,407

 

-

   

$191,407

 

None

Stock

 

ACTION ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

18,182

   

65,456

 

6.44

   

65,456

 

None

Stock

 

ELITE SEMICONDUCTOR MEMORY TECHNOLOGY INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

3,476

   

98,023

 

1.27

   

98,023

 

None

Stock

 

PIXART IMAGING, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

1,600

   

125,440

 

1.20

   

125,440

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

2,675

   

76,505

 

0.23

   

76,505

 

None

Stock

 

SILICON INTEGRATED SYSTEMS CORP.

 

The Company's director

 

Available-for-sale financial assets, noncurrent

 

120,892

   

817,230

 

19.70

   

817,230

 

None

Stock

 

UNIMICRON HOLDING LIMITED

 

-

 

Available-for-sale financial assets, noncurrent

 

20,000

   

617,664

 

17.67

   

617,664

 

None

Stock

 

MIE FUJITSU SEMICONDUCTOR LIMITED

 

-

 

Available-for-sale financial assets, noncurrent

 

18,447

   

3,113,142

 

15.87

   

3,113,142

 

None

Stock

 

UNITED FU SHEN CHEN TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

17,511

   

-

 

15.75

   

-

 

None

Stock

 

UNIMICRON TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

196,136

   

3,059,722

 

12.75

   

3,059,722

 

None

Stock

 

HOLTEK SEMICONDUCTOR INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

25,944

   

1,362,073

 

11.47

   

1,362,073

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

14,857

   

59,280

 

11.01

   

59,280

 

None

Stock

 

ITE TECH. INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

13,960

   

400,651

 

8.84

   

400,651

 

None

Stock

 

UNITED INDUSTRIAL GASES CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

16,680

   

1,111,618

 

7.66

   

1,111,618

 

None

Stock

 

PROMOS TECHNOLOGIES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

164,990

   

-

 

6.49

   

-

 

None

Stock

 

AMIC TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

5,627

   

-

 

4.71

   

-

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

12,521

   

118,070

 

4.23

   

118,070

 

None

Stock

 

NOVATEK MICROELECTRONICS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

16,445

   

2,129,574

 

2.70

   

2,129,574

 

None

Stock

 

KING YUAN ELECTRONICS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

23,158

   

662,310

 

1.99

   

662,310

 

None

Stock

 

EPISTAR CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,715

   

249,124

 

0.97

   

249,124

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,315

   

30,513

 

0.82

   

30,513

 

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

 

 

 

77


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

UNITED MICROELECTRONICS CORPORATION

 
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

Shares as collateral
(thousand)

Stock-Preferred stock

 

AETAS TECHNOLOGY INC.

 

-

 

Financial assets measured at cost, noncurrent

 

1,166

   

$-

 

-

   

N/A

 

None

Stock-Preferred stock

 

TA SHEE 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 March 31, 2016.

                                     

FORTUNE VENTURE CAPITAL CORP.

                                     
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

ACT GENOMICS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,600

   

$36,684

 

14.17

   

$36,684

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,500

   

27,414

 

10.23

   

27,414

 

None

Stock

 

UWIZ TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,530

   

52,593

 

9.14

   

52,593

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

11,910

   

105,627

 

8.67

   

105,627

 

None

Stock

 

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

 

-

 

Available-for-sale financial assets, noncurrent

 

1,700

   

94,163

 

7.57

   

94,163

 

None

Stock

 

SHIN-ETSU HANDOTAI TAIWAN CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,500

   

172,083

 

7.00

   

172,083

 

None

Stock

 

ELE-CON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,966

   

6,842

 

6.09

   

6,842

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

8,529

   

85,291

 

5.61

   

85,291

 

None

Stock

 

ACTI CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,968

   

40,929

 

5.31

   

40,929

 

None

Stock

 

LUMITEK CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,785

   

-

 

4.81

   

-

 

None

Stock

 

MERIDIGEN BIOTECH CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,300

   

66,000

 

4.77

   

66,000

 

None

Stock

 

AMOD TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

358

   

6,580

 

4.33

   

6,580

 

None

Stock

 

ANDES TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,472

   

98,181

 

4.09

   

98,181

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,275

   

4,717

 

4.02

   

4,717

 

None

Stock

 

PRIMESENSOR TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,225

   

3,995

 

3.93

   

3,995

 

None

Stock

 

SOLID STATE SYSTEM CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,000

   

90,600

 

3.71

   

90,600

 

None

Stock

 

SUBTRON TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,059

   

94,854

 

3.40

   

94,854

 

None

Stock

 

TOPOINT TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,907

   

113,839

 

3.08

   

113,839

 

None

 

 

 

78


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

FORTUNE VENTURE CAPITAL CORP.

 
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

Shares as collateral
(thousand)

Stock

 

DAWNING LEADING TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,265

   

$195,656

 

2.89

   

$195,656

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,520

   

-

 

2.03

   

-

 

None

Stock

 

CRYSTALWISE TECHNOLOGY INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,815

   

36,241

 

1.80

   

36,241

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

231

   

-

 

1.79

   

-

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

7

   

221,518

 

1.37

   

221,518

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

842

   

10,294

 

1.27

   

10,294

 

None

Stock

 

MOTECH INDUSTRIES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,039

   

220,417

 

1.24

   

220,417

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

18,700

   

46,563

 

1.10

   

46,563

 

None

Stock

 

NORATECH PHARMACEUTICALS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,000

   

60,000

 

0.99

   

60,000

 

None

Stock

 

SUPERALLOY INDUSTRIAL CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,930

   

248,746

 

0.97

   

248,746

 

None

Stock

 

NIEN MADE ENTERPRISE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,136

   

491,277

 

0.73

   

491,277

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

475

   

1,893

 

0.35

   

1,893

 

None

Stock

 

GLOBALWAFERS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

784

   

59,694

 

0.21

   

59,694

 

None

Stock

 

UNITED MICROELECTRONICS CORP.

 

Parent company

 

Available-for-sale financial assets, noncurrent

 

16,079

   

213,847

 

0.13

   

213,847

 

None

Stock

 

DARCHUN VENTURE CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

3,168

   

31,678

 

19.65

   

Note

 

None

Stock

 

GOLDEN TECHNOLOGY VENTURE CAPITAL INVESTMENT CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

766

   

587

 

10.67

   

Note

 

None

Stock

 

RISELINK VENTURE CAPITAL CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

4,858

   

45,220

 

6.67

   

Note

 

None

Stock

 

PARAWIN VENTURE CAPITAL CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

3,240

   

24,297

 

5.00

   

Note

 

None

Stock

 

IBT VENTURE CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

193

   

450

 

3.81

   

Note

 

None

Stock

 

ANIMATION TECHNOLOGIES INC.

 

-

 

Financial assets measured at cost, noncurrent

 

265

   

-

 

3.16

   

Note

 

None

Stock

 

FIRST INTERNATIONAL TELECOM CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

4,610

   

-

 

1.02

   

Note

 

None

Fund

 

IGLOBE PARTNERS FUND, L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

   

5,533

 

-

   

N/A

 

None

 

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of March 31, 2016.

 

 

 

79


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

TLC CAPITAL CO., LTD.

 
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Convertible bonds

 

HIGHLANDER FINANCIAL GROUP CO., LTD.

 

-

 

Financial assets at fair value through profit or loss, current

 

-

   

$80,457

 

-

   

$80,457

 

None

Convertible bonds

 

DAFENG TV LTD.

 

-

 

Financial assets at fair value through profit or loss, noncurrent

 

1,700

   

171,700

 

-

   

171,700

 

None

Stock

 

BEAUTY ESSENTIALS INTERNATIONAL LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

150,500

   

242,079

 

15.42

   

242,079

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Available-for-sale financial assets, noncurrent

 

9

   

289,350

 

9.00

   

289,350

 

None

Stock

 

ACTI CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,500

   

31,200

 

4.05

   

31,200

 

None

Stock

 

SUPERALLOY INDUSTRIAL CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

7,367

   

949,591

 

3.70

   

949,591

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,086

   

16,302

 

3.03

   

16,302

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,775

   

21,695

 

2.67

   

21,695

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

6

   

189,873

 

1.17

   

189,873

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

18,700

   

46,563

 

1.10

   

46,563

 

None

Stock

 

NIEN MADE ENTERPRISE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,093

   

711,387

 

1.06

   

711,387

 

None

Stock

 

SIMPLO TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,160

   

364,957

 

1.02

   

364,957

 

None

Stock

 

TXC CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,978

   

86,636

 

0.64

   

86,636

 

None

Stock

 

MONTAGE TECHNOLOGY GLOBAL HOLDINGS, LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

125

   

93,497

 

0.41

   

93,497

 

None

Stock

 

GLOBALWAFERS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,084

   

82,524

 

0.29

   

82,524

 

None

Stock

 

CHUNGHWA TELECOM CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,015

   

220,643

 

0.03

   

220,643

 

None

Stock

 

KU6 MEDIA CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

0.078

   

-

 

0.00

   

-

 

None

Stock-Preferred stock

 

HIGHLANDER FINANCIAL GROUP CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

16,663

   

160,850

 

-

   

160,850

 

None

Stock-Preferred stock

 

X2 POWER TECHNOLOGIES LIMITED

 

-

 

Available-for-sale financial assets, noncurrent

 

22,500

   

72,383

 

-

   

72,383

 

None

Stock-Preferred stock

 

GAME VIDEO LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

279

   

128,680

 

-

   

128,680

 

None

Stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

1,461

   

12,996

 

-

   

Note

 

None

Stock-Preferred stock

 

TOUCH MEDIA INTERNATIONAL HOLDINGS

 

-

 

Financial assets measured at cost, noncurrent

 

7,575

   

293,729

 

-

   

N/A

 

None

Stock-Preferred stock

 

WINKING ENTERTAINMENT LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

4,971

   

198,222

 

-

   

N/A

 

None

 

 

 

80


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

TLC CAPITAL CO., LTD.

 
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

ALO7.COM LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

2,606

   

$183,678

 

-

   

N/A

 

None

Stock-Preferred stock

 

IMO, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

8,519

   

150,266

 

-

   

N/A

 

None

Stock-Preferred stock

 

YOUJIA GROUP LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

2,685

   

105,016

 

-

   

N/A

 

None

Stock-Preferred stock

 

ADWO MEDIA HOLDINGS LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

5,332

   

87,857

 

-

   

N/A

 

None

Stock-Preferred stock

 

IAPPPAY TECHNOLOGY LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

1,004

   

103,355

 

-

   

N/A

 

None

Fund

 

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

 

-

 

Financial assets measured at cost, noncurrent

 

-

   

18,364

 

-

   

N/A

 

None

                                     

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of March 31, 2016.

                                     

UNITRUTH INVESTMENT CORP.

                                     
               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

UWIZ TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,410

   

$39,593

 

6.88

   

$39,593

 

None

Stock

 

EVERGLORY RESOURCE TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,200

   

13,158

 

4.91

   

13,158

 

None

Stock

 

ADVANCE MATERIALS CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,039

   

53,557

 

4.39

   

53,557

 

None

Stock

 

EXCELLENCE OPTOELECTRONICS INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,374

   

63,739

 

4.19

   

63,739

 

None

Stock

 

AMOD TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

314

   

5,773

 

3.80

   

5,773

 

None

Stock

 

TAIWANJ PHARMACEUTICALS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,000

   

40,010

 

2.22

   

40,010

 

None

Stock

 

WALTOP INTERNATIONAL CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

687

   

2,541

 

2.17

   

2,541

 

None

Stock

 

ACTI CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

752

   

15,632

 

2.03

   

15,632

 

None

Stock

 

LUMITEK CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

683

   

-

 

1.84

   

-

 

None

Stock

 

CANDMARK ELECTROPTICS CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,037

   

5,332

 

1.44

   

5,332

 

None

Stock

 

WIESON TECHNOLOGIES CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

266

   

3,245

 

0.40

   

3,245

 

None

Stock

 

MOBILE DEVICES INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

30

   

-

 

0.23

   

-

 

None

Stock

 

ASIA PACIFIC MICROSYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

247

   

985

 

0.18

   

985

 

None

Stock

 

NIEN MADE ENTERPRISE CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

326

   

74,883

 

0.11

   

74,883

 

None

 

 

81


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

UMC CAPITAL CORP.

                                     
               

March 31, 2016

   

Type of securities

Name of securities

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Convertible bonds

 

ALPINE ANALYTICS, INC.

 

-

 

Financial assets at fair value through profit or loss, current

 

-

 

USD

1,058

 

-

 

USD

1,058

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS III, L.P.

 

-

 

Available-for-sale financial assets, noncurrent

 

-

 

USD

9,630

 

15.71

 

USD

9,630

 

None

Capital

 

TRANSLINK MANAGEMENT III, L.L.C.

 

-

 

Available-for-sale financial assets, noncurrent

 

-

 

USD

94

 

14.33

 

USD

94

 

None

Fund

 

EVERYI CAPITAL ASIA FUND, L.P.

 

-

 

Available-for-sale financial assets, noncurrent

 

-

 

USD

650

 

14.29

 

USD

650

 

None

Stock

 

ALL-STARS SP IV LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

7

 

USD

6,439

 

5.03

 

USD

6,439

 

None

Fund

 

OAK HILL OPPORTUNITIES FUND, SEGREGATED PORTFOLIO

 

-

 

Available-for-sale financial assets, noncurrent

 

4

 

USD

3,998

 

4.00

 

USD

3,998

 

None

Fund

 

SIERRA VENTURES XI, L.P.

 

-

 

Available-for-sale financial assets, noncurrent

 

-

 

USD

300

 

1.76

 

USD

300

 

None

Fund

 

STORM VENTURES FUND V, L.P.

 

-

 

Available-for-sale financial assets, noncurrent

 

-

 

USD

606

 

1.69

 

USD

606

 

None

Stock

 

MOBILE IRON, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,205

 

USD

5,444

 

1.46

 

USD

5,444

 

None

Stock

 

ALL-STARS XMI LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

7

 

USD

6,886

 

1.37

 

USD

6,886

 

None

American
Depositary Shares

 

CHUNGHWA TELECOM CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

200

 

USD

6,745

 

0.03

 

USD

6,745

 

None

Stock-Preferred stock

 

CNEX LABS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

2,495

 

USD

4,350

 

-

 

USD

4,350

 

None

Stock-Preferred stock

 

GLYMPSE, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,159

 

USD

4,000

 

-

 

USD

4,000

 

None

Stock-Preferred stock

 

ATSCALE, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,374

 

USD

2,500

 

-

 

USD

2,500

 

None

Stock-Preferred stock

 

INEDA SYSTEMS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

6,545

 

USD

6,000

 

-

 

USD

6,000

 

None

Stock-Preferred stock

 

SENSIFREE LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

276

 

USD

1,500

 

-

 

USD

1,500

 

None

Stock-Preferred stock

 

APPIER HOLDINGS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

52

 

USD

1,000

 

-

 

USD

1,000

 

None

Stock-Preferred stock

 

DCARD HOLDINGS LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

20,000

 

USD

2,000

 

-

 

USD

2,000

 

None

Stock-Preferred stock

 

EPIC! CREATIONS, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

1,812

 

USD

3,000

 

-

 

USD

3,000

 

None

Stock-Preferred stock

 

NEXTINPUT, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,235

 

USD

1,000

 

-

 

USD

1,000

 

None

Stock

 

OCTTASIA INVESTMENT HOLDING INC.

 

-

 

Financial assets measured at cost, noncurrent

 

7,035

 

USD

7,035

 

-

   

Note

 

None

Stock

 

CIPHERMAX, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

95

   

-

 

-

   

Note

 

None

 

 

82


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

UMC CAPITAL CORP.

                                     
               

March 31, 2016

   

Type of securities

Name of securities

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock-Preferred stock

 

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

 

SIFOTONICS TECHNOLOGIES CO., LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

3,500

 

USD

3,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

NEVO ENERGY, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

4,980

 

USD

4,980

 

-

   

N/A

 

None

Stock-Preferred stock

 

TRILLIANT HOLDINGS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

4,000

 

USD

5,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

SWIFTSTACK, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

2,140

 

USD

3,208

 

-

   

N/A

 

None

Stock-Preferred stock

 

NEXENTA SYSTEMS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

3,525

 

USD

4,019

 

-

   

N/A

 

None

Stock-Preferred stock

 

ALPINE ANALYTICS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

1,749

 

USD

4,500

 

-

   

N/A

 

None

Stock-Preferred stock

 

CLOUDWORDS, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

4,191

 

USD

5,000

 

-

   

N/A

 

None

Stock-Preferred stock

 

ZYLOGIC SEMICONDUCTOR CORP.

 

-

 

Financial assets measured at cost, noncurrent

 

750

   

-

 

-

   

N/A

 

None

Stock-Preferred stock

 

WISAIR, INC.

 

-

 

Financial assets measured at cost, noncurrent

 

173

   

-

 

-

   

N/A

 

None

Stock-Preferred stock

 

EAST VISION TECHNOLOGY LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

2,770

   

-

 

-

   

N/A

 

None

Stock-Preferred stock

 

EV2 HOLDINGS, INC. (formerly ENVERV, INC.)

 

-

 

Financial assets measured at cost, noncurrent

 

1,621

   

-

 

-

   

N/A

 

None

Fund

 

VENGLOBAL CAPITAL FUND III, L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

 

USD

651

 

-

   

N/A

 

None

Fund

 

TRANSLINK CAPITAL PARTNERS II, L.P.

 

-

 

Financial assets measured at cost, noncurrent

 

-

 

USD

2,406

 

-

   

N/A

 

None

Stock-Preferred stock

 

ATSCALE, INC.

 

-

 

Prepayment for investments

 

951

 

USD

1,161

 

-

   

-

 

None

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of March 31, 2016.

                                     

UMC NEW BUSINESS INVESTMENT CORP.

               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

SOLARGATE TECHNOLOGY CORPORATION

 

-

 

Available-for-sale financial assets, noncurrent

 

957

   

$-

 

15.94

   

$-

 

None

Stock

 

WIN WIN PRECISION TECHNOLOGY CO., LTD.

 

-

 

Available-for-sale financial assets, noncurrent

 

3,150

   

40,099

 

6.93

   

40,099

 

None

Stock

 

MOTECH INDUSTRIES, INC.

 

-

 

Available-for-sale financial assets, noncurrent

 

28,498

   

1,040,194

 

5.86

   

1,040,194

 

None

Stock

 

LICO TECHNOLOGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

4,089

   

-

 

3.29

   

-

 

None

Stock

 

POWERTEC ENERGY CORP.

 

-

 

Available-for-sale financial assets, noncurrent

 

10,000

   

24,900

 

0.59

   

24,900

 

None

Fund

 

PAMIRS FUND SEGREGATED PORTFOLIO II

 

-

 

Available-for-sale financial assets, noncurrent

 

-

   

66,656

 

-

   

66,656

 

None

 

 

 

83


 
 

 

ATTACHMENT 4 (Securities held as of March 31, 2016) (Excluding subsidiaries, associates and joint ventures)

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

                                     

TERA ENERGY DEVELOPMENT CO., LTD.

               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

TIAN TAI YI ENERGY CO., LTD.

 

-

 

Financial assets measured at cost-noncurrent

 

356

   

$3,556

 

5.56

   

Note

 

None

                                     

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of March 31, 2016.

                                     

EVERRICH (SHANDONG) ENERGY CO., LTD.

               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Capital

 

GOLMUD SOLARGIGA ENERGY ELECTRIC POWER CO., LTD.

 

-

 

Financial assets measured at cost, noncurrent

 

-

 

RMB

10,000

 

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 March 31, 2016.

                                     

NEXPOWER TECHNOLOGY CORPORATION

               

March 31, 2016

   

Type of securities

 

Name of securities

 

Relationship

 

Financial statement account

 

Units (thousand)/ bonds/ shares (thousand)

 

Carrying amount

 

Percentage of ownership (%)

 

Fair value/
Net assets value

 

Shares as collateral
(thousand)

Stock

 

PACIFIC-GREEN INTEGRATED TECHNOLOGY INC.

 

-

 

Financial assets measured at cost-noncurrent

 

54

   

$3,244

 

18.00

   

Note

 

None

                                     

Note : The net assets values for unlisted investees classified as "Financial assets measured at cost, noncurrent" were not available as of March 31, 2016.

 

 

 

84


 
 

 

ATTACHMENT 5 (Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016)

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

                                                                       

HEJIAN TECHNOLOGY (SUZHOU) 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

 

Gain (Loss)
from disposal

 

Units (thousand)/ bonds/
shares (thousand)

 

Amount
(Note 1)

Capital

 

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Investments accounted for under the equity method

 

Purchase of newly issued shares

 

Subsidiary

 

-

 

USD

92,351

 

-

 

USD

187,209

 

-

   

$-

   

$-

   

$-

 

-

 

USD

281,318
(Note 2)

                                                                       

Note 1 :

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

Note 2 :

The ending balance includes share of loss of associates and joint ventures of USD (1,456) thousand, additional paid-in capital adjustment under equity method of USD (231) thousand and exchange differences on translation of  foreign operations adjustment under equity method of USD 3,445 thousand.

 

 

 

 

85


 
 

 

ATTACHMENT 6 (Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016)

(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

                                               
                                                 

 

 

 

86


 
 

 

ATTACHMENT 7 (Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the three-month period ended March 31, 2016)

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

                                             
                                             

Names of properties

 

Transaction date

 

Date of original acquisition

 

Carrying amount

 

Transaction amount

 

Status of proceeds collection

 

Gain (Loss) from disposal

 

Counter-party

 

Relationship

 

Reason of disposal

 

Price reference

 

Other commitments

None

                                           
                                             

 

 

 

87


 
 

 

ATTACHMENT 8 ( Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock for the three-month period ended March 31, 2016)

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

                                                   

UNITED MICROELECTRONICS CORPORATION

                       
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UMC GROUP (USA)

 

Subsidiary

 

Sales

   

$15,560,358

 

50

%

 

Net 60 Days

 

N/A

 

N/A

   

$7,451,478

   

39

%

   

UMC GROUP JAPAN

 

Subsidiary

 

Sales

   

1,425,938

 

5

%

 

Net 60 Days

 

N/A

 

N/A

   

1,140,357

   

6

%

   

FARADAY TECHNOLOGY CORPORATION

 

Associate

 

Sales

   

475,528

 

2

%

 

Month-end 45 Days

 

N/A

 

N/A

   

271,907

   

1

%

   

WAVETEK MICROELECTRONICS CORPORATION

 

Subsidiary

 

Sales

   

144,309

 

0

%

 

Month-end 30 Days

 

N/A

 

N/A

   

141,842

   

1

%

   
                                                   

UMC GROUP (USA)

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UNITED MICROELECTRONICS
CORPORATION

 

Parent company

 

Purchases

 

USD

468,635

 

99

%

 

Net 60 Days

 

N/A

 

N/A

 

USD

231,628

   

99

%

   

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Associate

 

Purchases

 

USD

4,440

 

1

%

 

Net 60 Days

 

N/A

 

N/A

 

USD

2,698

   

1

%

   
                                                   

UMC GROUP JAPAN

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UNITED MICROELECTRONICS
CORPORATION

 

Parent company

 

Purchases

 

JPY

4,447,544

 

96

%

 

Net 60 Days

 

N/A

 

N/A

 

JPY

3,983,571

   

97

%

   
                                                   

 

 

 

88


 
 

 

ATTACHMENT 8 ( Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock for the three-month period ended March 31, 2016)

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

                                                   

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

                                                   
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UMC GROUP (USA)

 

Associate

 

Sales

 

USD

4,440

 

7

%

 

Net 60 Days

 

N/A

 

N/A

 

USD

2,698

   

7

%

   
                                                   
                                                   

WAVETEK MICROELECTRONICS CORPORATION

                       
       

Transactions

 

Details of non-arm's length transaction

 

Notes and accounts receivable (payable)

 

Note

Counter-party

 

Relationship

 

Purchases (Sales)

 

Amount

 

Percentage of total purchases (sales)

 

Term

 

Unit price

 

Term

 

Balance

 

Percentage of total receivables (payable)

 

UNITED MICROELECTRONICS
CORPORATION

 

Parent company

 

Purchases

   

$142,631

 

41

%

 

Net 30 Days

 

N/A

 

N/A

   

$141,180

   

51

%

   
                                                   

 

 

 

89


 
 

 

ATTACHMENT 9 (Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of March 31, 2016)

(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

   

Counter-party

Relationship

Notes receivable

 

Accounts receivable

 

Other receivables

 

Total

   

Amount

 

Collection status

UMC GROUP (USA)

 

Subsidiary

 

$-

 

$7,451,478

 

$9

 

$7,451,487

 

8.26

 

$-

 

-

 

$2,671,010

 

$8,499

UMC GROUP JAPAN

 

Subsidiary

 

-

 

1,140,357

 

25

 

1,140,382

 

3.32

 

25,375

 

Collection in
subsequent period

 

-

 

-

FARADAY TECHNOLOGY CORPORATION

 

Associate

 

-

 

271,907

 

16

 

271,923

 

8.33

 

-

 

-

 

83,480

 

-

WAVETEK MICROELECTRONICS CORPORATION

 

Subsidiary

 

-

 

141,842

 

3,721

 

145,563

 

7.83

 

141,843

 

Collection in
subsequent period

 

407

 

-

 

 

 

90


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2016) (Not including investment in Mainland China)

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

                                                   

UNITED MICROELECTRONICS CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UMC GROUP (USA)

 

USA

 

IC Sales

 

USD

16,438

 

USD

16,438

 

16,438

 

100.00

   

$1,696,025

   

$19,611

   

$19,611

   

UNITED MICROELECTRONICS (EUROPE) B.V.

 

The Netherlands

 

Marketing support activities

 

USD

5,421

 

USD

5,421

 

9

 

100.00

   

141,012

   

609

   

609

   

UMC CAPITAL CORP.

 

Cayman Islands

 

Investment holding

 

USD

81,500

 

USD

81,500

 

71,663

 

100.00

   

4,704,117

   

(237,094)

   

(237,094)

   

GREEN EARTH LIMITED

 

Samoa

 

Investment holding

 

USD

10,000

 

USD

10,000

 

10,000

 

100.00

   

250,941

   

(4,602)

   

(4,602)

   

TLC CAPITAL CO., LTD.

 

Taipei City, Taiwan

 

Venture capital

   

6,000,000

   

6,000,000

 

486,150

 

100.00

   

7,417,436

   

69,466

   

69,466

   

UMC NEW BUSINESS INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

6,000,000

   

6,000,000

 

600,000

 

100.00

   

2,247,040

   

(59,619)

   

(59,619)

   

UMC INVESTMENT (SAMOA) LIMITED

 

Samoa

 

Investment holding

 

USD

1,520

 

USD

1,520

 

1,520

 

100.00

   

46,558

   

(542)

   

(542)

   

FORTUNE VENTURE CAPITAL CORP.

 

Taipei City, Taiwan

 

Consulting and planning for venture capital

   

5,000,053

   

5,000,053

 

458,800

 

100.00

   

5,804,099

   

126,958

   

126,958

   

UMC GROUP JAPAN

 

Japan

 

IC Sales

 

JPY

60,000

 

JPY

60,000

 

1

 

100.00

   

156,242

   

(6,177)

   

(6,177)

   

UMC KOREA CO., LTD.

 

Korea

 

Marketing support activities

 

KRW

550,000

 

KRW

550,000

 

110

 

100.00

   

18,033

   

221

   

221

   

OMNI GLOBAL LIMITED

 

Samoa

 

Investment holding

 

USD

3,000

 

USD

3,000

 

3,000

 

100.00

   

36,752

   

(5,098)

   

(5,098)

   

BEST ELITE INTERNATIONAL LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

266,862

 

USD

266,712

 

626,566

 

91.08

   

21,954,112

   

203,843

   

185,650

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

1,707,482

   

1,707,482

 

126,230

 

77.74

   

480,276

   

64,354

   

50,028

   

MTIC HOLDINGS PTE. LTD.

 

Singapore

 

Investment holding

 

SGD

12,000

 

SGD

12,000

 

12,000

 

45.44

   

83,809

   

(5,968)

   

(52)

   

MEGA MISSION LIMITED PARTNERSHIP

 

Cayman Islands

 

Investment holding

 

USD

67,500

 

USD

67,500

 

-

 

45.00

   

1,881,277

   

(114,799)

   

(51,659)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

5,529,164

   

5,529,164

 

95,615

 

43.10

   

328,615

   

(174,363)

   

(75,148)

   

UNITECH CAPITAL INC.

 

British Virgin Islands

 

Investment holding

 

USD

21,000

 

USD

21,000

 

21,000

 

42.00

   

558,502

   

104

   

44

   

HSUN CHIEH INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

336,241

   

336,241

 

134,815

 

36.49

   

3,445,151

   

49,250

   

17,970

   

YANN YUAN INVESTMENT CO., LTD.

 

Taipei City, Taiwan

 

Investment holding

   

2,300,000

   

2,300,000

 

46,000

 

31.94

   

2,382,332

   

2,265

   

723

   

FARADAY TECHNOLOGY CORP.

 

Hsinchu City, Taiwan

 

Design of application-specific integrated circuit

   

38,918

   

38,918

 

34,240

 

13.94

   

1,779,465

   

(79,927)

   

(11,145)

   

 

 

 

91


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2016) (Not including investment in Mainland China)

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

                                                   

FORTUNE VENTURE CAPITAL CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UNITRUTH INVESTMENT CORP.

 

Taipei City, Taiwan

 

Investment holding

   

$800,000

   

$800,000

 

132,660

 

100.00

   

$791,055

   

$(33,201)

   

$(33,201)

   

CLIENTRON CORP.

 

Xinbei City, Taiwan

 

Thin client

   

245,573

   

245,573

 

14,689

 

19.62

   

230,320

   

19,639

   

3,456

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

768,930

   

768,930

 

15,291

 

6.89

   

52,552

   

(174,363)

   

(12,018)

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

5,454

   

5,454

 

735

 

0.45

   

4,681

   

64,354

   

291

   
                                                   
                                                   
                                                   

TLC CAPITAL CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

SOARING CAPITAL CORP.

 

Samoa

 

Investment holding

 

USD

900

 

USD

900

 

900

 

100.00

   

$16,449

   

$1,149

   

$1,149

   

LIST EARN ENTERPRISE INC.

 

Samoa

 

Investment holding

 

USD

309

 

USD

309

 

309

 

49.00

   

10,476

   

(0)

   

(0)

   

YUNG LI INVESTMENTS, INC.

 

Taipei City, Taiwan

 

Investment holding

   

186,606

   

186,606

 

18,661

 

45.16

   

306,286

   

(6,730)

   

(3,039)

   

CTC CAPITAL PARTNERS I, L.P.

 

Cayman Islands

 

Investment holding

 

USD

3,079

 

USD

3,079

 

-

 

31.40

   

207,848

   

(5,435)

   

(1,706)

   

VSENSE CO., LTD.

 

Taipei City, Taiwan

 

Medical devices, measuring equipment, reagents and consumables

   

95,916

   

95,916

 

4,251

 

28.63

   

99,405

   

(6,786)

   

(1,943)

   

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

778,019

   

778,019

 

10,082

 

4.54

   

34,649

   

(174,363)

   

(7,924)

   
                                                   

UNITRUTH INVESTMENT CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

NEXPOWER TECHNOLOGY CORP.

 

Taichung City, Taiwan

 

Sales and manufacturing of solar power batteries

   

$559,700

   

$559,700

 

28,874

 

13.01

   

$99,236

   

$(174,363)

   

$(22,694)

   

CLIENTRON CORP.

 

Xinbei City, Taiwan

 

Thin client

   

41,007

   

41,007

 

492

 

0.66

   

7,711

   

19,639

   

116

   

WAVETEK MICROELECTRONICS CORPORATION

 

Hsinchu County, Taiwan

 

Sales and manufacturing of integrated circuits

   

3,402

   

3,402

 

459

 

0.28

   

2,920

   

64,354

   

182

   
                                                   

 

 

92


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2016) (Not including investment in Mainland China)

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

                                                   

UMC CAPITAL CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UMC CAPITAL (USA)

 

USA

 

Investment holding

 

USD

200

 

USD

200

 

200

 

100.00

 

USD

519

 

USD

2

 

USD

2

   

ECP VITA PTE. LTD.

 

Singapore

 

Insurance

 

USD

9,000

 

USD

9,000

 

9,000

 

100.00

 

USD

11,684

 

USD

(2,424)

 

USD

(2,424)

   

ACHIEVE MADE INTERNATIONAL LTD.

 

British Virgin
Islands

 

Internet Content Provider

 

USD

11,035

 

USD

11,035

 

2,724

 

23.32

 

USD

4,820

 

USD

(447)

 

USD

(104)

   

TRANSLINK CAPITAL PARTNERS I, L.P.

 

Cayman Islands

 

Investment holding

 

USD

2,498

 

USD

2,498

 

-

 

10.38

 

USD

2,890

 

USD

(151)

 

USD

(13)

   
                                                   

UMC NEW BUSINESS INVESTMENT CORP.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

TERA ENERGY DEVELOPMENT CO., LTD.

 

Hsinchu City, Taiwan

 

Energy Technical Services

   

$190,752

   

$190,752

 

27,655

 

100.00

   

$244,605

   

$(1,607)

   

$(3,922)

   

UNISTARS CORPORATION

 

Hsinchu County, Taiwan

 

High brightness LED packages

   

577,030

   

577,030

 

43,173

 

82.76

   

158,615

   

(20,978)

   

(17,361)

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

5,900

 

EUR

5,900

 

5,900

 

32.78

   

165,848

   

(28,764)

   

(7,913)

   

UNITED LED CORPORATION HONG KONG LIMITED

 

Hongkong

 

Investment holding

 

USD

22,500

 

USD

22,500

 

22,500

 

25.14

   

448,488

   

(91,100)

   

(22,902)

   
                                                   
                                                   

TERA ENERGY DEVELOPMENT CO., LTD.

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

EVERRICH ENERGY INVESTMENT (HK) LIMITED

 

Hongkong

 

Investment holding

 

USD

1,092

 

USD

1,092

 

1,092

 

100.00

   

$118,464

   

$3,832

   

$3,832

   

WINAICO SOLAR PROJEKT 1 GMBH

 

Germany

 

Solar project

 

EUR

1,120

 

EUR

1,120

 

1,120

 

50.00

   

31,705

   

(3,555)

   

(1,777)

   

WINAICO IMMOBILIEN GMBH

 

Germany

 

Solar project

 

EUR

2,160

 

EUR

2,160

 

2,160

 

12.00

   

62,326

   

(28,764)

   

(3,452)

   

 

 

 

93


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2016) (Not including investment in Mainland China)

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

                                                   

WAVETEK MICROELECTRONICS CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED

 

Samoa

 

Investment holding

 

USD

600

 

USD

600

 

600

 

100.00

   

$1,722

   

$(1,672)

   

$(1,672)

   
                                                   

WAVETEK MICROELECTRONICS INVESTMENT (SAMOA) LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

WAVETEK MICROELECTRONICS CORPORATION (USA)

 

USA

 

Sales and marketing service

 

USD

60

 

USD

60

 

60

 

100.00

   

$2,303

   

$24

   

$24

   
                                                   

NEXPOWER TECHNOLOGY CORPORATION

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

SOCIALNEX ITALIA 1 S.R.L.

 

Italy

 

Photovoltaic power plant

 

EUR

3,637

 

EUR

3,637

 

-

 

100.00

   

$127,177

   

$(2,985)

   

$(2,985)

   

NPT HOLDING LIMITED

 

Samoa

 

Investment holding

 

USD

0

 

USD

0

 

0

 

100.00

   

0

   

-

   

-

   
                                                   

NPT HOLDING LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

NLL HOLDING LIMITED

 

Samoa

 

Investment holding

 

USD

0

 

USD

0

 

0

 

100.00

   

$0

   

$-

   

$-

   
                                                   

BEST ELITE INTERNATIONAL LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

INFOSHINE TECHNOLOGY LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

354,000

 

USD

354,000

 

-

 

100.00

 

USD

373,941

 

USD

6,160

 

USD

6,160

   
                                                   

INFOSHINE TECHNOLOGY LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

OAKWOOD ASSOCIATES LIMITED

 

British Virgin Islands

 

Investment holding

 

USD

354,000

 

USD

354,000

 

-

 

100.00

 

USD

373,941

 

USD

6,160

 

USD

6,160

   

 

 

 

94


 
 

 

ATTACHMENT 10 (Names, locations and related information of investee companies as of March 31, 2016) (Not including investment in Mainland China)

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

                                                   

OMNI GLOBAL LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UNITED MICROTECHNOLOGY CORPORATION (NEW YORK)

 

USA

 

Research & Development

 

USD

950

 

USD

950

 

0

 

100.00

   

$32,534

   

$(83)

   

$(83)

   

UNITED MICROTECHNOLOGY CORPORATION (CALIFORNIA)

 

USA

 

Research & Development

 

USD

1,000

 

USD

1,000

 

0

 

100.00

   

32,043

   

(210)

   

(210)

   
                                                   
                                                   

GREEN EARTH LIMITED

Investee company

 

Address

 

Main businesses and products

 

Initial Investment

 

Investment as of March 31, 2016

 

Net income (loss) of investee company

 

Investment income (loss) recognized

 

Note

Ending balance

 

Beginning balance

Number of shares (thousand)

 

Percentage of ownership
(%)

 

Carrying amount

     
     

UNITED MICROCHIP CORPORATION

 

Cayman

 

Investment holding

 

USD

50

 

USD

50

 

-

 

100.00

   

$1,049

   

$(19)

   

$(19)

   
                                                   

 

 

 

 

95


 
 

 

ATTACHMENT 11 (Investment in Mainland China as of March 31, 2016)

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

                                                     

Investee company

 

Main businesses and products

 

Total amount of
paid-in capital

 

Method of investment
(Note 1)

 

Accumulated
outflow of
investment from
Taiwan as of
January 1, 2016

 

Investment flows

 

Accumulated outflow of investment from Taiwan as of
March 31, 2016

       

Percentage of ownership

 

Investment income (loss) recognized
(Note 2)

 

Carrying value as of
March 31, 2016

 

Accumulated inward remittance of earnings as of
March 31, 2016

                   
   

Outflow

 

Inflow

   

Net income (loss) of investee company

       

UNITRUTH ADVISOR (SHANGHAI) CO., LTD.

 

Investment Holding and advisory

 

  

(USD

$25,736
 800)

 

(ii)SOARING COPITAL CORP.

 

 
(USD

$25,736
800)

 

$-

 

$-

 

 
(USD

$25,736
800)

   

$1,154

 

100.00%

   

$1,154
2. (iii)

   

$15,813

   

$-

SHANDONG HUAHONG ENERGY INVEST CO., INC.

 

Invest new energy business

 

 

(RMB

1,487,700
300,000)

 

(i)

 

 
(USD

43,751
1,360)

-

 

-

 

 
(USD

43,751
1,360)

   

(26,495)

 

50.00%

   

(13,247)
2. (ii)

   

665,628

   

-

JINING SUNRICH SOLAR ENERGY CORP.

 

To construct, operate, and maintain solar power plant

 

 

(RMB

1,388,520
280,000)

 

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

 

 

(USD

673,318
20,930)

 

-

 

-

 

 

(USD

673,318
20,930)

   

(26,718)

 

50.00%

   

(13,359)
2. (ii)

   

621,958

   

-

EVERRICH (SHANDONG) ENERGY CO., LTD.

 

Solar engineering integrated design services

 

 

(USD

99,727
3,100)

 

(ii)EVERRICH ENERGY INVESTMENT (HK) LIMITED

 

 

(USD

99,727
3,100)

 

-

 

-

 

 
(USD

99,727
3,100)

   

3,835

 

100.00%

   

3,835
2. (iii)

   

111,542

 

 
(USD

126,653
3,937)

UNITED LED CORPORATION

 

Research, manufacturing and sales in LED epitaxial wafers

 

 

(USD

2,702,280
84,000)

 

(ii)UNITED LED CORPORATION HONG KONG LIMITED

 

 

(USD

651,443
20,250)

 

-

 

-

 

 
(USD

651,443
20,250)

 

 
(RMB

(91,305)
(18,412))

 

25.14%

 

 
(RMB

(22,955)
(4,629))
2. (ii)

 

 
(RMB

435,212
87,762)

   

-

HEJIAN TECHNOLOGY (SUZHOU) CO., LTD.

 

Sales and manufacturing of integrated circuits

 

 

(USD

12,224,600
380,000)

 

(ii)OAKWOOD ASSOCIATES LIMITED

 

 

(USD

8,580,125
266,712)

 

4,826
(USD 150)

 

-

 

 
(USD

8,584,951
266,862)

 

 
(USD

197,620
6,143)

 

91.08%
(Note 4)

 

 
(USD

179,959
5,594)
2. (ii)

 

      
(USD

20,570,753
639,439)

   

-

UMC (BEIJING) LIMITED

 

Marketing support activities

 

 

(USD

16,085
500)

 

(ii)UMC INVESTMENT
(SAMOA) LIMITED

 

 

(USD

16,085
500)

 

-

 

-

 

 
(USD

16,085
500)

   

15

 

100.00%
(Note 5)

   

15
2. (iii)

   

16,164

   

-

UNITEDDS SEMICONDUCTOR (SHANDONG) CO., LTD.

 

Design support of integrated circuits

 

 

(RMB

148,770
30,000)

 

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

   

-

 

-

 

-

   

-

 

 
(RMB

(1,473)
(297))

 

91.08%

 

 
(RMB

(1,339)
(270))
2. (iii)

 

 
(RMB

131,627
26,543)

   

-

UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

 

Sales and manufacturing of integrated circuits

 

 

(RMB

28,611,258
5,769,562)

 

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

   

-

 

-

 

-

   

-
(Note 6)

 

 
(RMB

(146,712)
(29,585))

 

29.05%

 

 
(RMB

(43,009)
(8,673))
2. (iii)

 

 
(RMB

8,249,564
1,663,554)

   

-

                                                                 
 

Accumulated investment in Mainland China as of
March 31, 2016

 

Investment amounts authorized by Investment Commission, MOEA

 

Upper limit on investment

                                     

$10,095,010
(USD 313,802)

   

$35,757,566
(USD 1,111,519)

   

$135,881,831

                                     
                                                                 

Note 1 :

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

 

(i) Direct investment in Mainland China.

 

(ii) Indirectly investment in Mainland China through companies registered in a third region (Please specify the name of the company in third region).

 

(iii) Other methods

Note 2 :

The investment income (loss) recognized in current period:

 

1. Please specify no investment income (loss) has been recognized due to the investment is still during development stage.

 

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

 

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

 

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

 

(iii) Others.

Note 3 :

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

Note 4 :

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$249,345 thousand in BEST ELITE's preferred stock, invest US$91,984 thousand in BEST ELITE's common stock. As of March 31, 2016, the amount of investment has been remitted.

Note 5 :

UMC (BEIJING) LIMITED have been made in the Investment Commission, MOEA and approved US$3,000 thousand. As of March 31, 2016, the amount of investment US$2,500 thousand has not yet been remitted.

Note 6 :

The consent to invest in UNITED SEMICONDUCTOR (XIAMEN) CO., LTD. (USCXM) have been made by the Investment Commission, MOEA which approved the total investment amount US$719,040 thousand.

 

As of March 31, 2016, the investment amount to USCXM from HEJIAN TECHNOLOGY (SUZHOU) CO., LTD. was US$269,040 thousand, and the rest investment amount US$450,000 thousand has not yet been remitted.

 

 

 

96