Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or 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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish
and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed
to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2017
(Amounts in Thousands, Unless Stated
Otherwise)
(Unaudited)
Advanced
Semiconductor Engineering, Inc. (the “Company”), a corporation incorporated under the laws of Republic of China (the
“ROC”), and its subsidiaries (collectively referred to as the “Group”) offer a comprehensive range of
semiconductors packaging, testing, and electronic manufacturing services (“EMS”).
The
Company’s ordinary shares are listed on the Taiwan Stock Exchange (the “TSE”) under the symbol “2311”.
Since September 2000, the ordinary shares of the Company have been traded on the New York Stock Exchange (the “NYSE”)
under the symbol “ASX” in the form of American Depositary Shares (“ADS”). The ordinary shares of its subsidiary,
Universal Scientific Industrial (Shanghai) Co., Ltd (the “USISH”), are listed on the Shanghai Stock Exchange (the
“SSE”) under the symbol “601231”.
The
consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollar (NT$).
|
|
2.
|
APPROVAL
OF FINANCIAL STATEMENTS
|
The
condensed consolidated financial statements were authorized for issue by the management on December 14, 2017.
|
|
3.
|
APPLICATION
OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ISSUED BY THE INTERNATIONAL
ACCOUNTING STANDARDS BOARD (“IASB”) (collectively, “IFRSs”)
|
|
|
a.
|
Amendments
to IFRSs that are mandatorily effective for the current year
|
In
the current year, the Group has applied the following new, revised or amended standards and interpretations that have been issued
and effective:
|
New,
Revised or Amended Standards and Interpretations
|
|
Effective Date Issued by IASB
(Note 1)
|
|
|
|
|
|
|
|
Amendments to IFRSs
|
|
Annual Improvements
to IFRSs: 2014-2016 Cycle
|
|
Note 2
|
|
Amendments to IAS
7
|
|
Disclosure Initiative
|
|
January 1, 2017
|
|
Amendments to IAS
12
|
|
Recognition of Deferred
Tax Assets for Unrealized Losses
|
|
January 1, 2017
|
|
|
Note 1:
|
The aforementioned new,
revised or amended standards and interpretations are effective for annual period beginning on or after the effective dates, unless
specified otherwise.
|
|
|
Note 2 :
|
The amendment to IFRS 12
is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively
applied for annual periods beginning on or after January 1, 2018.
|
Except
the adoption of Amendments to IAS 7 which can be referred to Note 34e, the Group believes that the adoption of the aforementioned
new, revised or amended standards and interpretations did not have a material effect on the Group’s accounting policies.
|
|
b.
|
New,
revised or amended standards and interpretations in issue but not yet effective
|
The
Group has not applied the following new, revised or amended standards and interpretations that have been issued but are not yet
effective:
|
New,
Revised or Amended Standards and Interpretations
|
|
Effective Date Issued by IASB
(Note)
|
|
|
|
|
|
|
|
Amendments to IFRS
2
|
|
Classification and
Measurement of Share-based Payment Transactions
|
|
January 1, 2018
|
|
IFRS 9
|
|
Financial Instruments
|
|
January 1, 2018
|
|
Amendments to IFRS
9 and IFRS 7
|
|
Mandatory Effective
Date of IFRS 9 and Transition Disclosures
|
|
January 1, 2018
|
|
Amendments to IFRS
10 and IAS 28
|
|
Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture
|
|
To be determined
by the IASB
|
|
IFRS 15
|
|
Revenue from Contracts
with Customers
|
|
January 1, 2018
|
|
Amendments to IFRS
15
|
|
Clarifications to
IFRS 15
|
|
January 1, 2018
|
|
IFRS 16
|
|
Leases
|
|
January 1, 2019
|
|
Amendments to IAS
40
|
|
Transfers of investment
property
|
|
January 1, 2018
|
|
IFRIC 22
|
|
Foreign
Currency Transactions and Advance Consideration
|
|
January 1, 2018
|
|
Amendments to IAS
28
|
|
Long-term Interests
in Associate and Joint Venture
|
|
January 1, 2019
|
|
IFRIC 23
|
|
Uncertainty over
Income Tax Treatments
|
|
January 1, 2019
|
|
|
Note:
|
The
aforementioned new, revised or amended standards and interpretations are effective for
annual period beginning on or after the effective dates, unless specified otherwise.
|
|
|
c.
|
Significant
changes in accounting policy resulted from new, revised and amended standards and interpretations
in issue but not yet effective
|
Except
for the following, the Group believes that the adoption of the aforementioned new, revised or amended standards and interpretations
will not have a material effect on the Group’s accounting policies. As of the date that the accompanying condensed consolidated
financial statements were authorized for issue, the Group continues in evaluating the impact on its financial position and operating
results as a result of the initial adoption of the below standards and interpretations. The related impact will be disclosed when
the Group completes the evaluation.
IFRS
9 “Financial Instruments” and related amendments
Recognition,
measurement and impairment of financial assets
With
regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments:
Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for
the classification of financial assets is stated below:
For
the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the
principal amount outstanding, their classification and measurement are as follows:
|
|
1)
|
For
debt instruments, if they are held within a business model whose objective is to collect
the contractual cash flows, the financial assets are measured at amortized cost and are
assessed for impairment continuously with impairment loss recognized in profit or loss,
if any. Interest revenue is recognized in profit or loss by using the effective interest
method;
|
|
|
2)
|
For
debt instruments, if they are held within a business model whose objective is achieved
by both the collecting of contractual cash flows and the selling of financial assets,
the financial assets are measured at fair value through other comprehensive income (FVTOCI)
and are assessed for impairment. Interest revenue is recognized in profit or loss by
using the effective interest method, and other gain or loss shall be recognized in other
comprehensive income, except for impairment gains or losses and foreign exchange gains
and losses. When the debt instruments are derecognized or reclassified, the cumulative
gain or loss previously recognized in other comprehensive income is reclassified from
equity to profit or loss.
|
Except
for above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable
election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive
income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and
the cumulative gains or losses previously recognized in other comprehensive income cannot be reclassified from equity to profit
or loss.
The
impairment of financial assets
IFRS
9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. The
credit loss allowance is required for financial assets measured at amortized cost, investment in debt instruments measured at
FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written
loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a
financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime
expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition
and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not
constitute a financing transaction.
For
purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition
in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss
allowance with a corresponding gain or loss recognized in profit or loss.
Hedge
accounting
The
main changes in hedge accounting amended the application requirements for hedge accounting to better reflect the entity’s
risk management activities. Compared with IAS 39, the main changes include: (1) enhancing types of transactions eligible for hedge
accounting, specifically broadening the risk eligible for hedge accounting of non-financial items; (2) changing the way hedging
cost of derivative instruments are accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness
assessment with the principle of economic relationship between the hedging instrument and the hedged item.
Transition
Financial
instruments that have been derecognized prior to the effective date of IFRS 9 cannot be reversed to apply IFRS 9 when it becomes
effective. Under IFRS 9, the requirements for classification, measurement and impairment of financial assets are applied retrospectively
with the difference between the previous carrying amount and the carrying amount at the date of initial application recognized
in the current period and restatement of prior periods is not required. The
requirements
for general hedge accounting shall be applied prospectively and the accounting for hedging options shall be applied retrospectively.
Amendments
to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The
amendments stipulated that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an
associate or joint venture, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses
control over a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting
from the transaction is recognized in full.
Conversely,
when the Group sells or contributes assets that do not constitute a business to an associate or joint venture, the gain or loss
resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate or
joint venture, i.e. the Group’s share of the gain or loss is eliminated. Also, when the Group loses control over a subsidiary
that does not contain a business but retains significant influence or joint control in an associate or a joint venture, the gain
or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate
or joint venture, i.e. the Group’s share of the gain or loss is eliminated.
IFRS
15 “Revenue from Contracts with Customers” and related amendments
IFRS
15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”,
IAS 11 “Construction Contracts” and a number of revenue-related interpretations.
When
applying IFRS 15, an entity shall recognize revenue by applying the following steps:
|
|
—
|
Identify
the contract with the customer;
|
|
|
—
|
Identify
the performance obligations in the contract;
|
|
|
—
|
Determine
the transaction price;
|
|
|
—
|
Allocate
the transaction price to the performance obligations in the contracts; and
|
|
|
—
|
Recognize
revenue when the Group satisfies a performance obligation.
|
The
Group will adopt IFRS 15 and related amendments starting from January 1, 2018, including retrospective application to
all contracts that are not yet complete as of January 1, 2018, and anticipate to apply the modified retrospective
transition method. Under the modified retrospective transition method, the Group will recognize the cumulative effect
of applying IFRS 15 and related amendments as an adjustment to the opening balance of retained earnings as at the date of
initial application. The comparative financial statements of prior periods will be retained as reported under the
previous standards.
Presented below is the status of the process we have utilized for the adoption of IFRS 15 and
related amendments and the significant implementation matters addressed:
|
|
—
|
The Group established a global cross-functional project management implementation team to assess all potential
impacts of this standard.
|
|
|
—
|
The Group is reviewing current accounting policies and
practices in each reporting segment to identify potential differences that would result from the application of this
standard.
|
|
|
—
|
Customers and contracts were identified.
|
|
|
—
|
Evaluation of the contract provisions and the comparison of
historical accounting policies and practices to the requirements of the new standard is in process, including the related
qualitative
disclosures regarding the potential impact of the effects of the accounting policies we expect to apply and a comparison to
our current revenue recognition policies. We expect to complete this process prior to December 31, 2017.
|
While the evaluation of the impact is still in process,
based on our preliminary evaluation, IFRS 15 and related amendments may result in a change to the timing of revenue recognition;
however, such change is not expected to have a material quantitative impact on the Group’s consolidated financial statements.
IFRS
16 “Leases”
IFRS
16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under
IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated
balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting
for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income,
the Group should present the depreciation expense charged on the right-of-use asset separately from interest
expense
accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash
flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments
for interest portion are classified within operating activities.
The
application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.
When
IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented
or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
|
|
4.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
|
a.
|
Statement
of Compliance
|
The
condensed consolidated financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting”.
The condensed consolidated financial statements are not subject to qualification relating to the application of IFRSs.
The
consolidated financial statements are condensed as they do not include all of the information required for a complete set of annual
financial statements, and they should be read in conjunction with the Group’s annual audited consolidated financial statements
and related notes thereto for the year ended December 31, 2016 prepared in accordance with IFRSs.
|
|
b.
|
Basis
of Consolidation
|
The
basis for the condensed consolidated financial statements
The
basis applied in these condensed consolidated financial statements is consistent with those applied in the consolidated financial
statements for the year ended December 31, 2016.
The
subsidiaries in the condensed consolidated financial statements
Subsidiaries
included in the condensed consolidated financial statements were as follows:
|
|
|
|
|
|
|
Percentage of Ownership (%)
|
|
Name of Investee
|
|
Main Businesses
|
|
Establishment
and
Operating
Location
|
|
December 31, 2016
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
A.S.E. Holding Limited
|
|
Holding company
|
|
Bermuda
|
|
100.0
|
|
100.0
|
|
J & R Holding Limited
(“J&R Holding”)
|
|
Holding company
|
|
Bermuda
|
|
100.0
|
|
100.0
|
|
Innosource Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
100.0
|
|
100.0
|
|
Omniquest Industrial
Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
100.0
|
|
100.0
|
|
ASE Marketing & Service
Japan Co., Ltd.
|
|
Engaged in marketing
and sales services
|
|
Japan
|
|
100.0
|
|
100.0
|
|
ASE Test, Inc.
|
|
Engaged in the testing
of semiconductors
|
|
Kaohsiung, ROC
|
|
100.0
|
|
100.0
|
|
USI Inc. (“USIINC”)
|
|
Engaged in investing
activity
|
|
Nantou, ROC
|
|
99.2
|
|
99.2
|
|
Luchu Development Corporation
|
|
Engaged in the development
of real estate properties
|
|
Taipei, ROC
|
|
86.1
|
|
86.1
|
|
TLJ Intertech Inc. (“TLJ”)
|
|
Engaged in information
software services
|
|
Taipei, ROC
|
|
60.0
|
|
60.0
|
|
Alto Enterprises Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
100.0
|
|
100.0
|
|
Super Zone Holdings Limited
|
|
Holding company
|
|
Hong Kong
|
|
100.0
|
|
100.0
|
(Continued)
|
|
|
|
|
|
|
Percentage of Ownership (%)
|
|
Name of Investee
|
|
Main Businesses
|
|
Establishment
and
Operating
Location
|
|
December 31, 2016
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
ASE (Kun Shan) Inc.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Kun Shan, China
|
|
100.0
|
|
100.0
|
|
ASE Investment (Kun Shan)
Limited
|
|
Holding company
|
|
Kun Shan, China
|
|
100.0
|
|
100.0
|
|
Advanced Semiconductor
Engineering (China) Ltd.
|
|
Will engage in the packaging
and testing of semiconductors
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
ASE Investment (Labuan)
Inc.
|
|
Holding company
|
|
Malaysia
|
|
100.0
|
|
100.0
|
|
ASE Test Limited (“ASE
Test”)
|
|
Holding company
|
|
Singapore
|
|
100.0
|
|
100.0
|
|
ASE (Korea) Inc.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Korea
|
|
100.0
|
|
100.0
|
|
J&R Industrial Inc.
|
|
Engaged in leasing equipment
and investing activity
|
|
Kaohsiung, ROC
|
|
100.0
|
|
100.0
|
|
ASE Japan Co., Ltd.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Japan
|
|
100.0
|
|
100.0
|
|
ASE (U.S.) Inc.
|
|
After-sales service and
sales support
|
|
U.S.A.
|
|
100.0
|
|
100.0
|
|
Global Advanced Packaging
Technology Limited
|
|
Holding company
|
|
British Cayman Islands
|
|
100.0
|
|
100.0
|
|
ASE WeiHai Inc.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Shandong, China
|
|
100.0
|
|
100.0
|
|
Suzhou ASEN Semiconductors
Co., Ltd. (“ASEN”)
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Suzhou, China
|
|
60.0
|
|
60.0
|
|
Anstock Limited
|
|
Engaged in financing
activity
|
|
British Cayman Islands
|
|
100.0
|
|
100.0
|
|
Anstock II Limited
|
|
Engaged in financing
activity
|
|
British Cayman Islands
|
|
100.0
|
|
100.0
|
|
ASE Module (Shanghai)
Inc.
|
|
Absorbed by ASE (Shanghai)
Inc. in February 2017
|
|
Shanghai, China
|
|
100.0
|
|
-
|
|
ASE (Shanghai) Inc.
|
|
Engaged in the production
of substrates
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
ASE Corporation
|
|
Holding company
|
|
British Cayman Islands
|
|
100.0
|
|
100.0
|
|
ASE Mauritius Inc.
|
|
Holding company
|
|
Mauritius
|
|
100.0
|
|
100.0
|
|
ASE Labuan Inc.
|
|
Holding company
|
|
Malaysia
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Hui Real
Estate Development Co., Ltd.
|
|
Engaged in the development,
construction and sale of real estate properties
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Qi Property
Management Co., Ltd.
|
|
Engaged in the management
of real estate properties
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
Advanced Semiconductor
Engineering (HK) Limited
|
|
Engaged in the trading
of substrates
|
|
Hong Kong
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Wei Real
Estate Development Co., Ltd.
|
|
Engaged in the development,
construction and leasing of real estate properties
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Yu Real
Estate Development Co., Ltd.
|
|
Engaged in the development,
construction and leasing of real estate properties
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Fan Department
Store Co., Ltd.
|
|
Engaged in department
store business
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
Kun Shan Ding Yue Real
Estate Development Co., Ltd. (“KSDY”)
|
|
Engaged in the development,
construction and leasing of real estate properties and was disposed of in June 2017 (Note 29)
|
|
Kun Shan, China
|
|
100.0
|
|
-
|
|
Kun Shan Ding Hong Real
Estate Development Co., Ltd.
|
|
Engaged in the development,
construction and leasing of real estate properties
|
|
Kun Shan, China
|
|
100.0
|
|
100.0
|
|
Shanghai Ding Xu Property
management Co., Ltd.
|
|
Engaged in the management
of real estate properties, and was established in August 2017
|
|
Shanghai, China
|
|
-
|
|
100.0
|
|
ASE Electronics Inc.
|
|
Engaged in the production
of substrates
|
|
Kaohsiung, ROC
|
|
100.0
|
|
100.0
|
|
ASE Test Holdings, Ltd.
|
|
Holding company
|
|
British Cayman Islands
|
|
100.0
|
|
100.0
|
|
ASE Holdings (Singapore)
Pte. Ltd
|
|
Holding company
|
|
Singapore
|
|
100.0
|
|
100.0
|
|
ASE Singapore Pte. Ltd.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Singapore
|
|
100.0
|
|
100.0
|
|
ISE Labs, Inc.
|
|
Engaged in the testing
of semiconductors
|
|
U.S.A.
|
|
100.0
|
|
100.0
|
|
ASE Electronics (M) Sdn.
Bhd.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Malaysia
|
|
100.0
|
|
100.0
|
|
ASE Assembly & Test
(Shanghai) Limited
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
|
ASE Trading (Shanghai)
Ltd.
|
|
Engaged in trading activity
|
|
Shanghai, China
|
|
100.0
|
|
100.0
|
(Continued)
|
|
|
|
|
|
|
Percentage of Ownership (%)
|
|
Name of Investee
|
|
Main Businesses
|
|
Establishment
and
Operating
Location
|
|
December 31, 2016
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Wuxi Tongzhi Microelectronics
Co., Ltd.
|
|
Engaged in the packaging
and testing of semiconductors
|
|
Wuxi, China
|
|
100.0
|
|
100.0
|
|
Huntington Holdings International
Co., Ltd.
|
|
Holding company
|
|
British Virgin Islands
|
|
99.2
|
|
99.2
|
|
Unitech Holdings International
Co., Ltd.
|
|
Holding company
|
|
British Virgin Islands
|
|
99.2
|
|
99.2
|
|
Real Tech Holdings Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
99.2
|
|
99.2
|
|
Universal ABIT Holding
Co., Ltd.
|
|
In the process of liquidation
|
|
British Cayman Islands
|
|
99.2
|
|
99.2
|
|
Rising Capital Investment
Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
99.2
|
|
99.2
|
|
Rise Accord Limited
|
|
Holding company
|
|
British Virgin Islands
|
|
99.2
|
|
99.2
|
|
Universal Scientific
Industrial (Kunshan) Co., Ltd.
|
|
Engaged in the manufacturing
and sale of computer assistance system and related peripherals
|
|
Kun Shan, China
|
|
99.2
|
|
99.2
|
|
USI Enterprise Limited
(“USIE”)
|
|
Engaged in the service
of investment advisory and warehousing management
|
|
Hong Kong
|
|
97.0
|
|
97.0
|
|
USISH
|
|
Engaged in the designing,
manufacturing and sale of electronic components
|
|
Shanghai, China
|
|
75.9
|
|
75.9
|
|
Universal Global Technology
Co., Limited
|
|
Holding company
|
|
Hong Kong
|
|
75.9
|
|
75.9
|
|
Universal Global Technology
(Kunshan) Co., Ltd.
|
|
Engaged in the designing
and manufacturing of electronic components
|
|
Kun Shan, China
|
|
75.9
|
|
75.9
|
|
Universal Global Technology
(Shanghai) Co., Ltd.
|
|
Engaged in the processing
and sales of computer and communication peripherals as well as business in import and export of goods and technology
|
|
Shanghai, China
|
|
75.9
|
|
75.9
|
|
Universal Global Electronics
(Shanghai) Co., Ltd.
|
|
Engaged in the sale of
electronic components and telecommunications equipment
|
|
Shanghai, China
|
|
75.9
|
|
75.9
|
|
Universal Global Industrial
Co., Limited
|
|
Engaged in manufacturing,
trading and investing activity
|
|
Hong Kong
|
|
75.9
|
|
75.9
|
|
Universal Global Scientific
Industrial Co., Ltd. (“UGTW”)
|
|
Engaged in the manufacturing
of components of telecomm and cars and provision of related R&D services
|
|
Nantou, ROC
|
|
75.9
|
|
75.9
|
|
USI America Inc.
|
|
Engaged in the manufacturing
and processing of motherboards and wireless network communication and provision of related technical service.
|
|
U.S.A.
|
|
75.9
|
|
75.9
|
|
Universal Scientific
Industrial De Mexico S.A. De C.V.
|
|
Engaged in the assembling
of motherboards and computer components
|
|
Mexico
|
|
75.9
|
|
75.9
|
|
USI Japan Co., Ltd.
|
|
Engaged in the manufacturing
and sale of computer peripherals, integrated chip and other related accessories
|
|
Japan
|
|
75.9
|
|
75.9
|
|
USI Electronics (Shenzhen)
Co., Ltd.
|
|
Engaged in the design,
manufacturing and sale of motherboards and computer peripherals
|
|
Shenzhen, China
|
|
75.9
|
|
75.9
|
|
Universal Scientific
Industrial Co., Ltd. (“USI”)
|
|
Engaged in the manufacturing,
processing and sale of computers, computer peripherals and related accessories
|
|
Nantou, ROC
|
|
75.2
|
|
75.7
|
(Concluded)
|
|
c.
|
Other
significant accounting policies
|
Except
for the following, the accounting policies applied in these condensed consolidated financial statements are consistent with those
applied in the Group’s consolidated financial statements for the year ended December 31, 2016.
Investment
properties are properties held to earn rentals (including property under construction for such purposes).
Investment
properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties
are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line
method.
Investment
properties under construction are stated at cost less accumulated depreciation and accumulated impairment loss. Cost includes
professional fees and, borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are
ready for their intended use.
On
derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset
is included in profit or loss.
Pension
cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the
end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments,
settlements, or other significant one-off events.
Income
tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual
basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected
total annual earnings.
A
translation of the condensed consolidated financial statements into U.S. dollars is included solely for the convenience of the
readers, and has been translated from New Taiwan dollar (NT$) at the exchange rate as set forth in the statistical release by
the U.S. Federal Reserve Board of the United States, which was NT$30.33 to US$1.00 as of September 30, 2017. The translation should
not be construed as a representation that the NT$ amounts have been, could have been, or could in the future be, converted into
U.S. dollars at this or any other rate of exchange.
|
|
5.
|
CRITICAL
ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
|
The
same critical accounting judgments and key sources of estimation uncertainty of the consolidated financial statements have been
followed in these condensed consolidated financial statements as were applied in the preparation of the Group’s consolidated
financial statements for the year ended December 31, 2016.
|
|
6.
|
CASH
AND CASH EQUIVALENTS
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Cash on hand
|
|
$
|
6,856
|
|
|
$
|
6,356
|
|
|
$
|
210
|
|
|
Checking accounts and demand deposits
|
|
|
28,823,763
|
|
|
|
24,732,302
|
|
|
|
815,440
|
|
|
Cash equivalent
|
|
|
9,561,905
|
|
|
|
14,236,419
|
|
|
|
469,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,392,524
|
|
|
$
|
38,975,077
|
|
|
$
|
1,285,034
|
|
Cash
equivalents include time deposits that are of a short maturity of three months or less from the date of acquisitions, and are
highly liquid, readily convertible to known amounts in cash and the risk of changes in values is insignificant. Cash equivalents
are held for the purpose of meeting short-term cash commitments rather than for investments or other purposes.
|
|
7.
|
FINANCIAL
INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Financial assets designated as at FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private-placement convertible bonds
|
|
$
|
100,583
|
|
|
$
|
100,570
|
|
|
$
|
3,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets held for trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted shares
|
|
|
1,855,073
|
|
|
|
2,306,794
|
|
|
|
76,056
|
|
|
Open-end mutual funds
|
|
|
584,945
|
|
|
|
588,118
|
|
|
|
19,391
|
|
|
Swap contracts
|
|
|
462,339
|
|
|
|
299,677
|
|
|
|
9,881
|
|
|
Forward exchange contracts
|
|
|
66,872
|
|
|
|
44,741
|
|
|
|
1,475
|
|
|
|
|
|
2,969,229
|
|
|
|
3,239,330
|
|
|
|
106,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,069,812
|
|
|
$
|
3,339,900
|
|
|
$
|
110,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities held for trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
$
|
422,934
|
|
|
$
|
747,465
|
|
|
$
|
24,644
|
|
|
Forward exchange contracts
|
|
|
108,912
|
|
|
|
56,460
|
|
|
|
1,862
|
|
|
Foreign currency option contracts
|
|
|
17,924
|
|
|
|
-
|
|
|
|
-
|
|
|
Conversion option, redemption option and put option of convertible bonds (Note 20)
|
|
|
1,213,890
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,763,660
|
|
|
$
|
803,925
|
|
|
$
|
26,506
|
|
Private-placement
convertible bonds included embedded derivative instruments which are not closely related to the host contracts and the Group designated
the entire contracts as financial assets at FVTPL on initial recognition.
At
each balance sheet date, the outstanding swap contracts not accounted for hedge accounting were as follows:
|
|
|
|
|
Notional Amount
|
|
Currency
|
|
Maturity Period
|
|
(In Thousands)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Sell NT$/Buy US$
|
|
2017.01-2017.12
|
|
NT$59,797,499/US$1,871,000
|
|
Sell US$/Buy CNY
|
|
2017.03
|
|
US$49,904/CNY349,800
|
|
Sell US$/Buy JPY
|
|
2017.02
|
|
US$77,153/JPY8,600,000
|
|
Sell US$/Buy NT$
|
|
2017.01
|
|
US$61,000/NT$1,958,908
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Sell EUR/Buy US$
|
|
2017.10
|
|
EUR1,885/US$2,265
|
|
Sell NT$/Buy US$
|
|
2017.10-2018.09
|
|
NT$60,432,586/US$1,997,400
|
|
Sell US$/Buy CNY
|
|
2017.10
|
|
US$53,544/CNY349,800
|
|
Sell US$/Buy JPY
|
|
2017.10-2017.11
|
|
US$75,667/JPY8,380,000
|
|
Sell US$/Buy NT$
|
|
2017.10
|
|
US$144,040/NT$4,332,087
|
At
each balance sheet date, the outstanding forward exchange contracts not accounted for hedge accounting were as follow:
|
|
|
|
|
Notional Amount
|
|
Currency
|
|
Maturity Period
|
|
(In Thousands)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Sell NT$/Buy US$
|
|
2017.01-2017.02
|
|
NT$2,842,330/US$90,000
|
|
Sell US$/Buy CNY
|
|
2017.01-2017.02
|
|
US$70,000/CNY484,805
|
|
Sell US$/Buy JPY
|
|
2017.01-2017.02
|
|
US$43,877/JPY5,063,820
|
|
Sell US$/Buy KRW
|
|
2017.01
|
|
US$35,000/KRW41,012,700
|
|
Sell US$/Buy MYR
|
|
2017.01-2017.02
|
|
US$19,000/MYR84,544
|
|
Sell US$/Buy NT$
|
|
2017.01-2017.03
|
|
US$190,000/NT$6,099,400
|
|
Sell US$/Buy SGD
|
|
2017.01-2017.03
|
|
US$12,900/SGD18,080
|
|
Sell US$/Buy EUR
|
|
2017.01
|
|
US$281/EUR270
|
|
|
|
|
|
|
|
September
30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Sell NT$/Buy US$
|
|
2017.10-2017.11
|
|
NT$3,296,070/US$110,000
|
|
Sell US$/Buy CNY
|
|
2017.10-2017.12
|
|
US$101,800/CNY672,969
|
|
Sell US$/Buy JPY
|
|
2017.10-2017.11
|
|
US$37,761/JPY4,163,602
|
|
Sell US$/Buy KRW
|
|
2017.10
|
|
US$5,000/KRW5,650,100
|
|
Sell US$/Buy MYR
|
|
2017.10-2017.11
|
|
US$7,000/MYR30,090
|
|
Sell US$/Buy NT$
|
|
2017.10
|
|
US$75,800/NT$2,293,351
|
|
Sell US$/Buy SGD
|
|
2017.10-2017.11
|
|
US$9,400/SGD12,734
|
At
each balance sheet date, the outstanding foreign currency option contracts not accounted for hedge accounting were as follows:
|
|
|
|
|
Notional Amount
|
|
Currency
|
|
Maturity Period
|
|
(In Thousands)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Buy US$ Call/CNY Put
|
|
2017.08 (Note)
|
|
US$2,000/CNY13,800
|
|
Sell US$ Put/CNY Call
|
|
2017.08 (Note)
|
|
US$1,000/CNY6,900
|
|
|
Note:
|
The
contracts will be settled once a month and the counterparty has the right to early terminate
the contracts, or the contracts will be early terminated or both parties will have no
obligation to settle the contracts when specific criteria are met.
|
|
|
8.
|
AVAILABLE-FOR-SALE
FINANCIAL ASSETS
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Unquoted ordinary shares
|
|
$
|
553,350
|
|
|
$
|
579,223
|
|
|
$
|
19,097
|
|
|
Limited partnership
|
|
|
273,372
|
|
|
|
263,147
|
|
|
|
8,676
|
|
|
Open-end mutual funds
|
|
|
243,458
|
|
|
|
23,175
|
|
|
|
764
|
|
|
Quoted ordinary shares
|
|
|
146,786
|
|
|
|
261,924
|
|
|
|
8,636
|
|
|
Unquoted preferred shares
|
|
|
78,068
|
|
|
|
64,734
|
|
|
|
2,135
|
|
|
|
|
|
1,295,034
|
|
|
|
1,192,203
|
|
|
|
39,308
|
|
|
Current
|
|
|
266,696
|
|
|
|
80,239
|
|
|
|
2,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
$
|
1,028,338
|
|
|
$
|
1,111,964
|
|
|
$
|
36,662
|
|
|
|
9.
|
TRADE
RECEIVABLES, NET
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
$
|
51,199,266
|
|
|
$
|
51,916,883
|
|
|
$
|
1,711,733
|
|
|
Less: Allowance for doubtful debts
|
|
|
53,709
|
|
|
|
86,812
|
|
|
|
2,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables, net
|
|
$
|
51,145,557
|
|
|
$
|
51,830,071
|
|
|
$
|
1,708,871
|
|
The
Group’s average credit terms were 30 to 90 days. Allowance for doubtful debts is assessed by reference to the collectability
of receivables by evaluating the account aging, historical experience and current financial condition of customers.
As
of December 31, 2016 and September 30, 2017, except that the Group’s five largest customers accounted for 30% and 34% of
accounts receivable, respectively, the concentration of credit risk is insignificant for the remaining accounts receivable.
Aging
of receivables based on the past due date
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Not past due
|
|
$
|
45,959,876
|
|
|
$
|
47,648,820
|
|
|
$
|
1,571,013
|
|
|
1 to 30 days
|
|
|
4,467,435
|
|
|
|
3,694,261
|
|
|
|
121,802
|
|
|
31 to 90 days
|
|
|
700,122
|
|
|
|
469,467
|
|
|
|
15,478
|
|
|
More than 91 days
|
|
|
71,833
|
|
|
|
104,335
|
|
|
|
3,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
51,199,266
|
|
|
$
|
51,916,883
|
|
|
$
|
1,711,733
|
|
Aging
of receivables that were past due but not impaired
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
1 to 30 days
|
|
$
|
4,449,479
|
|
|
$
|
3,667,348
|
|
|
$
|
120,915
|
|
|
31 to 90 days
|
|
|
596,647
|
|
|
|
328,895
|
|
|
|
10,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,046,126
|
|
|
$
|
3,996,243
|
|
|
$
|
131,759
|
|
Except
for those impaired, the Group had not provided an allowance for doubtful debts on trade receivables at each balance sheet date
since there has not been a significant change in credit quality and the amounts were still considered collectible. The Group did
not hold any collateral or other credit enhancements over these balances nor did it have a legal right to offset against any amounts
owed by the Group to counterparties.
Movement
of the allowance for doubtful trade receivables
|
|
|
Impaired
Individually
|
|
Impaired
Collectively
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
39,046
|
|
|
$
|
43,860
|
|
|
$
|
82,906
|
|
|
Impairment losses recognized (reversed)
|
|
|
(29,013
|
)
|
|
|
1,349
|
|
|
|
(27,664
|
)
|
|
Effect of foreign currency exchange difference
|
|
|
(691
|
)
|
|
|
(289
|
)
|
|
|
(980
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
9,342
|
|
|
$
|
44,920
|
|
|
$
|
54,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
16,453
|
|
|
$
|
37,256
|
|
|
$
|
53,709
|
|
|
Impairment losses recognized
|
|
|
11,084
|
|
|
|
24,683
|
|
|
|
35,767
|
|
|
Effect of foreign currency exchange difference
|
|
|
(741
|
)
|
|
|
(1,923
|
)
|
|
|
(2,664
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
26,796
|
|
|
$
|
60,016
|
|
|
$
|
86,812
|
|
|
|
|
Impaired
Individually
|
|
Impaired
Collectively
|
|
Total
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
543
|
|
|
$
|
1,228
|
|
|
$
|
1,771
|
|
|
Impairment losses recognized
|
|
|
365
|
|
|
|
814
|
|
|
|
1,179
|
|
|
Effect of foreign currency exchange difference
|
|
|
(25
|
)
|
|
|
(63
|
)
|
|
|
(88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
883
|
|
|
$
|
1,979
|
|
|
$
|
2,862
|
|
|
|
b.
|
Transfers
of financial assets
|
Except
those factored receivables of US$41,849 thousand in prior years have been collected by Citi Bank during the nine months ended
September 30, 2016, there was no receivables factored nor advances received for the nine months ended September 30, 2016 and 2017,
respectively. The credit lines under the factoring agreements with Citi Bank were both US$66,000 thousand for the nine months
ended September 30, 2016 and 2017.
Pursuant
to the factoring agreement, losses from commercial disputes (such as sales returns and discounts) should be borne by the Company,
while losses from credit risk should be borne by the banks. The Company also issued promissory notes to the banks for commercial
disputes which remained undrawn since. The promissory notes both amounted to US$2,000 thousand as of December 31, 2016 and September
30, 2017. As of September 30, 2017, there was no significant losses from commercial disputes in the past and the Company does
not expect any significant commercial dispute losses in the foreseeable future.
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
$
|
6,519,465
|
|
|
$
|
7,201,767
|
|
|
$
|
237,447
|
|
|
Work in process
|
|
|
2,822,687
|
|
|
|
4,829,192
|
|
|
|
159,222
|
|
|
Raw materials
|
|
|
10,850,062
|
|
|
|
13,147,432
|
|
|
|
433,479
|
|
|
Supplies
|
|
|
795,093
|
|
|
|
942,167
|
|
|
|
31,064
|
|
|
Raw materials and supplies in transit
|
|
|
450,755
|
|
|
|
651,105
|
|
|
|
21,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,438,062
|
|
|
$
|
26,771,663
|
|
|
$
|
882,679
|
|
The
cost of inventories recognized as operating costs for the nine months ended September 30, 2016 and 2017 were NT$158,494,249 thousand
(retrospectively adjusted) and NT$168,241,535 thousand (US$5,547,034 thousand), respectively, which included write-down of inventories
at NT$313,124 thousand and NT$274,917 thousand (US$9,064 thousand), respectively.
|
|
11.
|
INVENTORIES
RELATED TO REAL ESTATE BUSINESS
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Land and buildings held for sale
|
|
$
|
263,526
|
|
|
$
|
110,174
|
|
|
$
|
3,632
|
|
|
Construction in progress
|
|
|
22,236,464
|
|
|
|
8,696,393
|
|
|
|
286,726
|
|
|
Land held for construction
|
|
|
1,687,525
|
|
|
|
1,687,525
|
|
|
|
55,639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,187,515
|
|
|
$
|
10,494,092
|
|
|
$
|
345,997
|
|
Land
and buildings held for sale located in Kun Shan Qiandeng and Shanghai Zhangjiang, China were completed and successively sold.
Construction in progress is mainly located on Hutai Road in Shanghai, China and Lidu Road in Kun Shan, China. The capitalized
borrowing costs for the nine months ended September 30, 2016 and 2017 are disclosed in Note 24.
Construction
in progress located on Caobao Road in Shanghai was completed in the third quarter of 2017 and immediately leased out for the lease
business. As a result, the Group reclassified those buildings and land use right under the line item of “inventories related
to real estate - construction in progress” to investment properties of NT$6,971,372 thousand (US$229,851 thousand) and long-term
prepayments of NT$5,798,449 thousand (US$191,179 thousand), respectively. Please refer to Note 15.
As
of December 31, 2016 and September 30, 2017, inventories related to real estate business of NT$12,076,154 thousand and NT$10,482,554
thousand (US$345,617 thousand), respectively, are expected to be recovered longer than twelve months.
Refer
to Note 36 for the carrying amount of inventories related to real estate business that had been pledged by the Group to secure
bank borrowings.
|
|
12.
|
OTHER
FINANCIAL ASSETS
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Unsecured subordinate corporate bonds
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
32,971
|
|
|
Time deposits with original maturity over three months
|
|
|
480,736
|
|
|
|
503,276
|
|
|
|
16,593
|
|
|
Guarantee deposits
|
|
|
178,103
|
|
|
|
161,093
|
|
|
|
5,311
|
|
|
Pledged time deposits (Note 36)
|
|
|
206,530
|
|
|
|
63,099
|
|
|
|
2,080
|
|
|
Others (Note 36)
|
|
|
13,698
|
|
|
|
7,205
|
|
|
|
238
|
|
|
|
|
|
1,879,067
|
|
|
|
1,734,673
|
|
|
|
57,193
|
|
|
Current
|
|
|
558,686
|
|
|
|
569,419
|
|
|
|
18,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
$
|
1,320,381
|
|
|
$
|
1,165,254
|
|
|
$
|
38,419
|
|
The
annual interest rate of unsecured subordinate corporate bonds was both 3.50 % as of December 31, 2016 and September 30, 2017.
|
|
13.
|
INVESTMENTS
ACCOUNTED FOR USING THE EQUITY METHOD
|
|
|
|
December 31,
2016 (Retrospectively Adjusted)
|
|
September 30, 2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Investments in associates
|
|
$
|
49,154,140
|
|
|
$
|
48,386,594
|
|
|
$
|
1,595,337
|
|
|
Investments in joint ventures
|
|
|
670,550
|
|
|
|
539,679
|
|
|
|
17,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,824,690
|
|
|
$
|
48,926,273
|
|
|
$
|
1,613,131
|
|
|
|
a.
|
Investments
in associates
|
|
|
1)
|
Investments
in associates accounted for using the equity method consisted of the following:
|
|
|
|
|
|
|
|
Carrying Amount
|
|
|
|
|
|
Operating
|
|
December 31,
2016
(Retrospectively Adjusted)
|
|
September 30,
2017
|
|
Name of Associate
|
|
Main Business
|
|
Location
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material associate
|
|
|
|
|
|
|
|
|
|
|
|
Siliconware Precision Industries Co., Ltd. (“SPIL”)
|
|
Engaged in assembly, testing and turnkey services of integrated circuits
|
|
ROC
|
|
$
|
45,898,225
|
|
|
$
|
45,291,485
|
|
|
$
|
1,493,290
|
|
|
Associates that are not individually material
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deca Technologies Inc.
（
”DECA”
）
|
|
Holding company and the group engaged in manufacturing, development and marketing of wafer level packaging and interconnect technology
|
|
British Cayman Islands
|
|
|
1,813,677
|
|
|
|
1,641,440
|
|
|
|
54,119
|
|
|
Hung Ching Development & Construction Co. (“HC”)
|
|
Engaged in the development, construction and leasing of real estate properties
|
|
ROC
|
|
|
1,156,833
|
|
|
|
1,218,475
|
|
|
|
40,174
|
|
|
Hung Ching Kwan Co. (“HCK”)
|
|
Engaged in the leasing of real estate properties
|
|
ROC
|
|
|
321,120
|
|
|
|
312,567
|
|
|
|
10,305
|
|
|
Advanced Microelectronic Products Inc. (“AMPI”)
|
|
Engaged in integrated circuit
|
|
ROC
|
|
|
264,434
|
|
|
|
222,776
|
|
|
|
7,345
|
|
|
|
|
|
|
|
|
|
49,454,289
|
|
|
|
48,686,743
|
|
|
|
1,605,233
|
|
|
|
|
Less: Deferred gain on transfer of land
|
|
|
|
|
300,149
|
|
|
|
300,149
|
|
|
|
9,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,154,140
|
|
|
$
|
48,386,594
|
|
|
$
|
1,595,337
|
|
|
|
2)
|
At
each balance sheet date, the percentages of ownership held by the Group were as follows:
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
|
|
|
|
SPIL
|
|
|
33.29
|
%
|
|
|
33.29
|
%
|
|
DECA
|
|
|
22.07
|
%
|
|
|
22.07
|
%
|
|
HC
|
|
|
26.22
|
%
|
|
|
26.22
|
%
|
|
HCK
|
|
|
27.31
|
%
|
|
|
27.31
|
%
|
|
AMPI
|
|
|
38.76
|
%
|
|
|
38.76
|
%
|
|
|
3)
|
In
July 2016, the Company acquired 98,490 thousand preferred shares issued by DECA at US$0.608
per share with a total consideration of NT$1,934,062 thousand. The percentage of ownership
was 22.07% and the Company obtained significant influence over DECA. In addition, the
Company's subsidiary, ASE Test, Inc., purchased 90,000 thousand ordinary share of AMPI
in a private placement with NT$225,000 thousand paid in cash in November 2016. The private-placement
ordinary shares were all restricted for disposal during a 3-year lock-up period.
|
|
|
4)
|
The
Group has successively completed the identification of the difference between the cost
of the investments and the Company’s share of the net fair value of DECA and AMPI’s
identifiable assets and liabilities in the second quarter and the third quarter in 2017.
Therefore, the Group has retrospectively adjusted the comparative consolidated financial
statements for prior periods. As of December 31, 2016, the retrospective adjustments
are summarized as follows:
|
|
|
|
After Retrospectively Adjusted
|
|
Before Retrospectively Adjusted
|
|
|
|
NT$
|
|
NT$
|
|
Investments accounted for using the equity method
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
DECA
|
|
$
|
1,813,677
|
|
|
$
|
1,820,329
|
|
|
AMPI
|
|
$
|
264,434
|
|
|
$
|
266,085
|
|
The
aforementioned retrospective adjustments are accordingly recorded as a decrease of retained earnings as of December 31, 2016.
|
|
5)
|
Fair
values (Level 1 inputs in terms of IFRS 13) of investments in associates with available
published price quotation are summarized as follows:
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
SPIL
|
|
$
|
49,634,805
|
|
|
$
|
50,257,185
|
|
|
$
|
1,657,012
|
|
|
HC
|
|
$
|
1,310,829
|
|
|
$
|
1,317,692
|
|
|
$
|
43,445
|
|
|
AMPI
|
|
$
|
307,038
|
|
|
$
|
556,121
|
|
|
$
|
18,336
|
|
|
|
6)
|
Summarized
financial information in respect of the Group’s material associate
|
The
summarized financial information below represents amounts shown in SPIL’s consolidated financial statements prepared in
accordance with IFRSs and adjusted by the Group for equity accounting purposes.
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
50,451,295
|
|
|
$
|
46,610,073
|
|
|
$
|
1,536,765
|
|
|
Non-current assets
|
|
|
107,573,251
|
|
|
|
105,401,342
|
|
|
|
3,475,151
|
|
|
Current liabilities
|
|
|
(41,088,439
|
)
|
|
|
(38,262,801
|
)
|
|
|
(1,261,550
|
)
|
|
Non-current liabilities
|
|
|
(17,518,410
|
)
|
|
|
(16,153,506
|
)
|
|
|
(532,592
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
$
|
99,417,697
|
|
|
$
|
97,595,108
|
|
|
$
|
3,217,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proportion of the Group’s ownership interest in SPIL
|
|
|
33.29
|
%
|
|
|
33.29
|
%
|
|
|
33.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets attributable to the Group
|
|
$
|
33,096,151
|
|
|
$
|
32,489,411
|
|
|
$
|
1,071,197
|
|
|
Goodwill
|
|
|
12,802,074
|
|
|
|
12,802,074
|
|
|
|
422,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
$
|
45,898,225
|
|
|
$
|
45,291,485
|
|
|
$
|
1,493,290
|
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$
|
62,934,405
|
|
|
$
|
61,931,600
|
|
|
$
|
2,041,925
|
|
|
Gross profit
|
|
$
|
10,886,891
|
|
|
$
|
9,066,839
|
|
|
$
|
298,940
|
|
|
Profit before income tax
|
|
$
|
5,057,322
|
|
|
$
|
3,503,617
|
|
|
$
|
115,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period
|
|
$
|
4,018,435
|
|
|
$
|
2,554,429
|
|
|
$
|
84,221
|
|
|
Other comprehensive income(loss) for the period
|
|
|
(1,518,518
|
)
|
|
|
1,091,109
|
|
|
|
35,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
$
|
2,499,917
|
|
|
$
|
3,645,538
|
|
|
$
|
120,196
|
|
|
Cash dividends received from SPIL
|
|
$
|
3,941,740
|
|
|
$
|
1,815,275
|
|
|
$
|
59,851
|
|
|
|
7)
|
Aggregate
information of associates that are not individually material
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
The Group’s share of:
|
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(13,186
|
)
|
|
$
|
(132,933
|
)
|
|
$
|
(4,383
|
)
|
|
Other comprehensive income (loss) for the period
|
|
|
(37,574
|
)
|
|
|
44,279
|
|
|
|
1,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
$
|
(50,760
|
)
|
|
$
|
(88,654
|
)
|
|
$
|
(2,923
|
)
|
The
investments accounted for using the equity method and the share of profit or loss and other comprehensive income or loss of the
investments in associates for the nine months ended September 30, 2016 and 2017 was based on the associates’ financial statements
prepared in accordance with IFRSs and adjusted by the Group for equity method accounting purposes.
|
|
b.
|
Investments
in joint ventures
|
|
|
1)
|
The
joint venture that was not individually material and accounted for using the equity method
was the Group’s investment in ASE Embedded Electronics Inc. (“ASEEE”).
In May 2015, the Group and TDK Corporation (“TDK”) entered into an agreement
to establish a joint venture to invest in ASEEE. The Group additionally participated
in ASEEE’s cash capital increase with NT$146,903 thousand in September 2016. As
of December 31, 2016 and September 30, 2017, the percentages of ownership were both 51%.
ASEEE are located in ROC and engages in the production of embedded substrate. According
to the joint arrangement, the Group and TDK must act together to direct the relevant
operating activities and, as a result, the Group does not control ASEEE. The investment
in ASEEE is accounted for using the equity method.
|
|
|
2)
|
Aggregate
information of the joint venture that is not individually material
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
The Group’s share of net loss and total comprehensive loss for the period
|
|
$
|
(57,252
|
)
|
|
$
|
(131,154
|
)
|
|
$
|
(4,324
|
)
|
|
|
3)
|
The
investments accounted for using the equity method and the share of loss and other comprehensive
loss as of and for the nine months ended September 30, 2016 and 2017, respectively, were
based on the joint venture’s financial statements prepared in accordance with IFRSs
and adjusted by the Group for equity method accounting purposes.
|
|
|
14.
|
PROPERTY,
PLANT AND EQUIPMENT
|
The
carrying amounts of each class of property, plant and equipment were as follows:
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
3,365,013
|
|
|
$
|
3,274,238
|
|
|
$
|
107,954
|
|
|
Buildings and improvements
|
|
|
58,028,631
|
|
|
|
59,075,082
|
|
|
|
1,947,744
|
|
|
Machinery and equipment
|
|
|
72,700,762
|
|
|
|
68,825,847
|
|
|
|
2,269,233
|
|
|
Other equipment
|
|
|
2,089,581
|
|
|
|
1,658,113
|
|
|
|
54,670
|
|
|
Construction in progress and machinery in transit
|
|
|
7,696,254
|
|
|
|
4,148,701
|
|
|
|
136,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
143,880,241
|
|
|
$
|
136,981,981
|
|
|
$
|
4,516,386
|
|
For
the nine months ended September 30, 2016
|
|
|
Land
|
|
Buildings and improvements
|
|
Machinery and equipment
|
|
Other equipment
|
|
Construction in progress and machinery
in transit
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
3,381,300
|
|
|
$
|
94,447,932
|
|
|
$
|
243,283,607
|
|
|
$
|
7,722,408
|
|
|
$
|
6,397,760
|
|
|
$
|
355,233,007
|
|
|
Additions
|
|
|
-
|
|
|
|
(19,825
|
)
|
|
|
100,380
|
|
|
|
76,145
|
|
|
|
21,128,121
|
|
|
|
21,284,821
|
|
|
Disposals
|
|
|
-
|
|
|
|
(387,024
|
)
|
|
|
(8,033,648
|
)
|
|
|
(84,143
|
)
|
|
|
(215,773
|
)
|
|
|
(8,720,588
|
)
|
|
Reclassification
|
|
|
-
|
|
|
|
3,316,244
|
|
|
|
14,388,566
|
|
|
|
594,599
|
|
|
|
(18,299,584
|
)
|
|
|
(175
|
)
|
|
Acquisitions through business combinations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,159
|
|
|
|
-
|
|
|
|
1,159
|
|
|
Effect of foreign currency exchange differences
|
|
|
(41,497
|
)
|
|
|
(2,534,611
|
)
|
|
|
(4,762,613
|
)
|
|
|
(194,188
|
)
|
|
|
(42,550
|
)
|
|
|
(7,575,459
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
3,339,803
|
|
|
$
|
94,822,716
|
|
|
$
|
244,976,292
|
|
|
$
|
8,115,980
|
|
|
$
|
8,967,974
|
|
|
$
|
360,222,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
-
|
|
|
$
|
34,646,878
|
|
|
$
|
164,568,298
|
|
|
$
|
5,907,414
|
|
|
$
|
113,342
|
|
|
$
|
205,235,932
|
|
|
Depreciation expense
|
|
|
-
|
|
|
|
3,845,108
|
|
|
|
17,236,723
|
|
|
|
612,940
|
|
|
|
-
|
|
|
|
21,694,771
|
|
|
Impairment losses recognized
|
|
|
-
|
|
|
|
620
|
|
|
|
876,153
|
|
|
|
5,564
|
|
|
|
4,509
|
|
|
|
886,846
|
|
|
Disposals
|
|
|
-
|
|
|
|
(332,480
|
)
|
|
|
(7,790,959
|
)
|
|
|
(76,588
|
)
|
|
|
(100,049
|
)
|
|
|
(8,300,076
|
)
|
|
Reclassification
|
|
|
-
|
|
|
|
(5,200
|
)
|
|
|
2,979
|
|
|
|
2,221
|
|
|
|
-
|
|
|
|
-
|
|
|
Acquisitions through business combinations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
824
|
|
|
|
-
|
|
|
|
824
|
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(1,008,288
|
)
|
|
|
(3,316,339
|
)
|
|
|
(177,831
|
)
|
|
|
(1,929
|
)
|
|
|
(4,504,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
-
|
|
|
$
|
37,146,638
|
|
|
$
|
171,576,855
|
|
|
$
|
6,274,544
|
|
|
$
|
15,873
|
|
|
$
|
215,013,910
|
|
For
the nine months ended September 30, 2017
|
|
|
Land
|
|
Buildings and improvements
|
|
Machinery and equipment
|
|
Other equipment
|
|
Construction in progress and machinery
in transit
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
3,365,013
|
|
|
$
|
96,258,175
|
|
|
$
|
248,200,756
|
|
|
$
|
8,474,661
|
|
|
$
|
7,713,542
|
|
|
$
|
364,012,147
|
|
|
Additions
|
|
|
-
|
|
|
|
293,069
|
|
|
|
78,465
|
|
|
|
78,411
|
|
|
|
18,135,298
|
|
|
|
18,585,243
|
|
|
Disposals
|
|
|
-
|
|
|
|
(535,891
|
)
|
|
|
(7,760,212
|
)
|
|
|
(646,613
|
)
|
|
|
(35,652
|
)
|
|
|
(8,978,368
|
)
|
|
Reclassification
|
|
|
(35,965
|
)
|
|
|
5,899,415
|
|
|
|
15,099,085
|
|
|
|
141,871
|
|
|
|
(22,235,980
|
)
|
|
|
(1,131,574
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
(54,810
|
)
|
|
|
(2,059,053
|
)
|
|
|
(4,261,996
|
)
|
|
|
(167,199
|
)
|
|
|
571,493
|
|
|
|
(5,971,565
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
3,274,238
|
|
|
$
|
99,855,715
|
|
|
$
|
251,356,098
|
|
|
$
|
7,881,131
|
|
|
$
|
4,148,701
|
|
|
$
|
366,515,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
|
|
|
Land
|
|
Buildings and improvements
|
|
Machinery and equipment
|
|
Other equipment
|
|
Construction in progress and machinery
in transit
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
38,229,544
|
|
|
$
|
175,499,994
|
|
|
$
|
6,385,080
|
|
|
$
|
17,288
|
|
|
$
|
220,131,906
|
|
|
Depreciation expense
|
|
|
-
|
|
|
|
3,866,133
|
|
|
|
16,958,075
|
|
|
|
585,491
|
|
|
|
-
|
|
|
|
21,409,699
|
|
|
Impairment losses recognized
|
|
|
-
|
|
|
|
2,310
|
|
|
|
282,788
|
|
|
|
368
|
|
|
|
-
|
|
|
|
285,466
|
|
|
Disposals
|
|
|
-
|
|
|
|
(419,294
|
)
|
|
|
(6,839,759
|
)
|
|
|
(603,097
|
)
|
|
|
(17,288
|
)
|
|
|
(7,879,438
|
)
|
|
Reclassification
|
|
|
-
|
|
|
|
(210,046
|
)
|
|
|
24,625
|
|
|
|
(14,324
|
)
|
|
|
-
|
|
|
|
(199,745
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(688,014
|
)
|
|
|
(3,395,472
|
)
|
|
|
(130,500
|
)
|
|
|
-
|
|
|
|
(4,213,986
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
-
|
|
|
$
|
40,780,633
|
|
|
$
|
182,530,251
|
|
|
$
|
6,223,018
|
|
|
$
|
-
|
|
|
$
|
229,533,902
|
|
(Concluded)
|
|
|
Land
|
|
Buildings and improvements
|
|
Machinery and equipment
|
|
Other equipment
|
|
Construction in progress and machinery
in transit
|
|
Total
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1,2017
|
|
$
|
110,947
|
|
|
$
|
3,173,695
|
|
|
$
|
8,183,342
|
|
|
$
|
279,415
|
|
|
$
|
254,320
|
|
|
$
|
12,001,719
|
|
|
Additions
|
|
|
-
|
|
|
|
9,663
|
|
|
|
2,587
|
|
|
|
2,585
|
|
|
|
597,933
|
|
|
|
612,768
|
|
|
Disposals
|
|
|
-
|
|
|
|
(17,669
|
)
|
|
|
(255,859
|
)
|
|
|
(21,320
|
)
|
|
|
(1,175
|
)
|
|
|
(296,023
|
)
|
|
Reclassification
|
|
|
(1,186
|
)
|
|
|
194,508
|
|
|
|
497,827
|
|
|
|
4,677
|
|
|
|
(733,135
|
)
|
|
|
(37,309
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
(1,807
|
)
|
|
|
(67,888
|
)
|
|
|
(140,521
|
)
|
|
|
(5,512
|
)
|
|
|
18,842
|
|
|
|
(196,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
107,954
|
|
|
$
|
3,292,309
|
|
|
$
|
8,287,376
|
|
|
$
|
259,845
|
|
|
$
|
136,785
|
|
|
$
|
12,084,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
1,260,453
|
|
|
$
|
5,786,350
|
|
|
$
|
210,520
|
|
|
$
|
570
|
|
|
$
|
7,257,893
|
|
|
Depreciation expense
|
|
|
-
|
|
|
|
127,469
|
|
|
|
559,119
|
|
|
|
19,304
|
|
|
|
-
|
|
|
|
705,892
|
|
|
Impairment losses recognized
|
|
|
-
|
|
|
|
76
|
|
|
|
9,324
|
|
|
|
12
|
|
|
|
-
|
|
|
|
9,412
|
|
|
Disposals
|
|
|
-
|
|
|
|
(13,824
|
)
|
|
|
(225,511
|
)
|
|
|
(19,885
|
)
|
|
|
(570
|
)
|
|
|
(259,790
|
)
|
|
Reclassification
|
|
|
-
|
|
|
|
(6,925
|
)
|
|
|
812
|
|
|
|
(473
|
)
|
|
|
-
|
|
|
|
(6,586
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(22,684
|
)
|
|
|
(111,951
|
)
|
|
|
(4,303
|
)
|
|
|
-
|
|
|
|
(138,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
-
|
|
|
$
|
1,344,565
|
|
|
$
|
6,018,143
|
|
|
$
|
205,175
|
|
|
$
|
-
|
|
|
$
|
7,567,883
|
|
Due
to the Group’s future operation plans and capacity evaluation or production demands in segment of packaging and testing,
the Group believed that a portion of property, plant and equipment does not qualify for the production needs and therefore recognized
an impairment loss of NT$886,846 thousand and NT$285,466 thousand (US$9,412 thousand) under the line item of other operating income
and expenses in the condensed consolidated statements of comprehensive income for the nine months ended September 30, 2016 and
2017, respectively. The recoverable amount of the impaired property, plant and equipment is determined on the basis of its value
in use and the Group expects to derive zero future cash flows from these assets.
Each
class of property, plant and equipment was depreciated on a straight-line basis over the following useful lives:
|
Buildings and improvements
|
|
|
|
|
|
Main plant buildings
|
|
|
10-40 years
|
|
|
Cleanrooms
|
|
|
10-20 years
|
|
|
Others
|
|
|
3-20 years
|
|
|
Machinery and equipment
|
|
|
2-10 years
|
|
|
Other equipment
|
|
|
2-20 years
|
|
The
capitalized borrowing costs for the nine months ended September 30, 2016 and 2017, respectively, are disclosed in Note 24.
|
|
15.
|
INVESTMENT
PROPERTIES
|
|
|
|
Land
|
|
Buildings and improvements
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Transfers from inventories related to real estate business and property, plant and equipment
|
|
|
35,965
|
|
|
|
8,114,110
|
|
|
|
8,150,075
|
|
|
Effects of foreign currency exchange differences
|
|
|
-
|
|
|
|
133,158
|
|
|
|
133,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
35,965
|
|
|
$
|
8,247,268
|
|
|
$
|
8,283,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Depreciation expenses
|
|
|
-
|
|
|
|
30,479
|
|
|
|
30,479
|
|
|
Transfers from inventories related to real estate business and property, plant and equipment
|
|
|
-
|
|
|
|
199,745
|
|
|
|
199,745
|
|
|
Effects of foreign currency exchange differences
|
|
|
-
|
|
|
|
1,288
|
|
|
|
1,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
-
|
|
|
$
|
231,512
|
|
|
$
|
231,512
|
|
|
|
|
Land
|
|
Buildings and improvements
|
|
Total
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Transfers from inventories related to real estate business and property, plant and equipment
|
|
|
1,186
|
|
|
|
267,528
|
|
|
|
268,714
|
|
|
Effects of foreign currency exchange differences
|
|
|
-
|
|
|
|
4,390
|
|
|
|
4,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
1,186
|
|
|
$
|
271,918
|
|
|
$
|
273,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Depreciation expenses
|
|
|
-
|
|
|
|
1,005
|
|
|
|
1,005
|
|
|
Transfers from inventories related to real estate business and property, plant and equipment
|
|
|
-
|
|
|
|
6,586
|
|
|
|
6,586
|
|
|
Effects of foreign currency exchange differences
|
|
|
-
|
|
|
|
42
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
-
|
|
|
$
|
7,633
|
|
|
$
|
7,633
|
|
The
investment properties are depreciated using the straight-line method over their estimated useful lives as follows:
|
Main buildings
|
|
|
10-40 years
|
|
|
Others
|
|
|
3-20 years
|
|
The
fair value of the investment properties was approximately NT$11,559,100 thousand (US$381,111 thousand) which was measured using
level 3 inputs, the market approach and the income approach by independent professional appraisers.
Investment
properties are held under freehold interests. Refer to Note 36 for the carrying amount of the investment properties that had been
pledged by the Group to secure borrowings.
|
|
|
Cost
|
|
Accumulated impairment
|
|
Carrying amount
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
12,495,515
|
|
|
$
|
1,988,996
|
|
|
$
|
10,506,519
|
|
|
Acquisitions through business combinations (Retrospectively Adjusted) (Note 28)
|
|
|
15,323
|
|
|
|
-
|
|
|
|
15,323
|
|
|
Effect of foreign currency exchange differences
|
|
|
(77,963
|
)
|
|
|
-
|
|
|
|
(77,963
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
12,432,875
|
|
|
$
|
1,988,996
|
|
|
$
|
10,443,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017 (Retrospectively Adjusted) (Note 28)
|
|
$
|
12,479,305
|
|
|
$
|
1,988,996
|
|
|
$
|
10,490,309
|
|
|
Effect of foreign currency exchange differences
|
|
|
(101,594
|
)
|
|
|
-
|
|
|
|
(101,594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
12,377,711
|
|
|
$
|
1,988,996
|
|
|
$
|
10,388,715
|
|
|
|
|
Cost
|
|
Accumulated impairment
|
|
Carrying amount
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017 (Retrospectively Adjusted) (Note 28)
|
|
$
|
411,452
|
|
|
$
|
65,579
|
|
|
$
|
345,873
|
|
|
Effect of foreign currency exchange differences
|
|
|
(3,350
|
)
|
|
|
-
|
|
|
|
(3,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
408,102
|
|
|
$
|
65,579
|
|
|
$
|
342,523
|
|
|
|
17.
|
OTHER
INTANGIBLE ASSETS
|
The
carrying amounts of each class of other intangible assets were as follows:
|
|
|
December 31,
2016
(Retrospectively Adjusted)
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Customer relationships (Note 28)
|
|
$
|
194,089
|
|
|
$
|
133,854
|
|
|
$
|
4,413
|
|
|
Computer software
|
|
|
943,527
|
|
|
|
845,973
|
|
|
|
27,892
|
|
|
Patents and acquired specific technology (Note 28)
|
|
|
359,227
|
|
|
|
329,266
|
|
|
|
10,856
|
|
|
Others
|
|
|
120,418
|
|
|
|
132,325
|
|
|
|
4,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,617,261
|
|
|
$
|
1,441,418
|
|
|
$
|
47,524
|
|
For
the nine months ended September 30, 2016
(Retrospectively Adjusted)
|
|
|
Customer relationships
|
|
Computer software
|
|
Patents and acquired specific technology
|
|
Others
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
915,636
|
|
|
$
|
3,338,360
|
|
|
$
|
154,082
|
|
|
$
|
193,338
|
|
|
$
|
4,601,416
|
|
|
Additions
|
|
|
-
|
|
|
|
282,739
|
|
|
|
403,543
|
|
|
|
1,246
|
|
|
|
687,528
|
|
|
Disposals or derecognization
|
|
|
(41,099
|
)
|
|
|
(36,542
|
)
|
|
|
(30
|
)
|
|
|
-
|
|
|
|
(77,671
|
)
|
|
Acquisitions through business combinations
|
|
|
41,099
|
|
|
|
-
|
|
|
|
64,380
|
|
|
|
30
|
|
|
|
105,509
|
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(65,196
|
)
|
|
|
(4,318
|
)
|
|
|
(2,327
|
)
|
|
|
(71,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
915,636
|
|
|
$
|
3,519,361
|
|
|
$
|
617,657
|
|
|
$
|
192,287
|
|
|
$
|
5,244,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016
|
|
$
|
641,234
|
|
|
$
|
2,385,038
|
|
|
$
|
138,386
|
|
|
$
|
54,665
|
|
|
$
|
3,219,323
|
|
|
Amortization expense
|
|
|
101,334
|
|
|
|
260,597
|
|
|
|
14,334
|
|
|
|
13,098
|
|
|
|
389,363
|
|
|
Disposals or derecognization
|
|
|
(41,099
|
)
|
|
|
(28,772
|
)
|
|
|
(30
|
)
|
|
|
-
|
|
|
|
(69,901
|
)
|
|
Acquisitions through business combinations
|
|
|
-
|
|
|
|
-
|
|
|
|
483
|
|
|
|
23
|
|
|
|
506
|
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(51,812
|
)
|
|
|
(5,956
|
)
|
|
|
(161
|
)
|
|
|
(57,929
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016
|
|
$
|
701,469
|
|
|
$
|
2,565,051
|
|
|
$
|
147,217
|
|
|
$
|
67,625
|
|
|
$
|
3,481,362
|
|
For
the nine months ended September 30, 2017
|
|
|
Customer relationships
|
|
Computer software
|
|
Patents and acquired specific technology
|
|
Others
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017 (Retrospectively Adjusted)
|
|
$
|
915,636
|
|
|
$
|
3,552,229
|
|
|
$
|
514,445
|
|
|
$
|
192,392
|
|
|
$
|
5,174,702
|
|
|
Additions
|
|
|
-
|
|
|
|
165,581
|
|
|
|
-
|
|
|
|
30,646
|
|
|
|
196,227
|
|
|
Disposals
|
|
|
-
|
|
|
|
(67,670
|
)
|
|
|
(123,743
|
)
|
|
|
(4,996
|
)
|
|
|
(196,409
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(40,537
|
)
|
|
|
(1,039
|
)
|
|
|
(680
|
)
|
|
|
(42,256
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
915,636
|
|
|
$
|
3,609,603
|
|
|
$
|
389,663
|
|
|
$
|
217,362
|
|
|
$
|
5,132,264
|
|
(Continued)
|
|
|
Customer relationships
|
|
Computer software
|
|
Patents and acquired specific technology
|
|
Others
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017 (Retrospectively Adjusted)
|
|
$
|
721,547
|
|
|
$
|
2,608,702
|
|
|
$
|
155,218
|
|
|
$
|
71,974
|
|
|
$
|
3,557,441
|
|
|
Amortization expense
|
|
|
60,235
|
|
|
|
238,300
|
|
|
|
32,653
|
|
|
|
12,963
|
|
|
|
344,151
|
|
|
Disposals
|
|
|
-
|
|
|
|
(56,314
|
)
|
|
|
(123,744
|
)
|
|
|
-
|
|
|
|
(180,058
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(27,058
|
)
|
|
|
(3,730
|
)
|
|
|
100
|
|
|
|
(30,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
781,782
|
|
|
$
|
2,763,630
|
|
|
$
|
60,397
|
|
|
$
|
85,037
|
|
|
$
|
3,690,846
|
|
(Concluded)
|
|
|
Customer relationships
|
|
Computer software
|
|
Patents and acquired specific technology
|
|
Others
|
|
Total
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
30,189
|
|
|
$
|
117,119
|
|
|
$
|
16,962
|
|
|
$
|
6,343
|
|
|
$
|
170,613
|
|
|
Additions
|
|
|
-
|
|
|
|
5,459
|
|
|
|
-
|
|
|
|
1,010
|
|
|
|
6,469
|
|
|
Disposals
|
|
|
-
|
|
|
|
(2,231
|
)
|
|
|
(4,080
|
)
|
|
|
(165
|
)
|
|
|
(6,476
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(1,336
|
)
|
|
|
(34
|
)
|
|
|
(22
|
)
|
|
|
(1,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
30,189
|
|
|
$
|
119,011
|
|
|
$
|
12,848
|
|
|
$
|
7,166
|
|
|
$
|
169,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
23,790
|
|
|
$
|
86,010
|
|
|
$
|
5,118
|
|
|
$
|
2,373
|
|
|
$
|
117,291
|
|
|
Amortization expense
|
|
|
1,986
|
|
|
|
7,857
|
|
|
|
1,076
|
|
|
|
428
|
|
|
|
11,347
|
|
|
Disposals
|
|
|
-
|
|
|
|
(1,856
|
)
|
|
|
(4,080
|
)
|
|
|
-
|
|
|
|
(5,936
|
)
|
|
Effect of foreign currency exchange differences
|
|
|
-
|
|
|
|
(892
|
)
|
|
|
(122
|
)
|
|
|
2
|
|
|
|
(1,012
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
25,776
|
|
|
$
|
91,119
|
|
|
$
|
1,992
|
|
|
$
|
2,803
|
|
|
$
|
121,690
|
|
Each
class of other intangible assets were amortized on the straight-line basis over the following useful lives:
|
Customer relationships
|
|
|
11 years
|
|
|
Computer software
|
|
|
2-10 years
|
|
|
Patents and acquired specific technology
|
|
|
5-15 years
|
|
|
Others
|
|
|
5-32 years
|
|
|
|
18.
|
LONG-TERM
PREPAYMENTS FOR LEASE
|
Long-term
prepayments for lease mainly represented land use rights located in China with periods for use from 40 to 70 years and will expire
from 2049 to 2074, respectively.
Short-term
borrowings mainly represented unsecured revolving bank loans with annual interest rates at 0.70%-8.99% and 0.80%-4.79% as of December
31, 2016 and September 30, 2017, respectively.
As
of December 31, 2016 and September 30, 2017, the long-term bank loans with fixed interest rates both amounted to NT$1,500,000
thousand (US$49,456 thousand) with annual interest rates at 1.20%. The long-term bank loans with fixed interest rates will be
repayable in December 2018. The others were long-term bank loans with floating interest rates and consisted of the followings:
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Working capital bank loans
|
|
|
|
|
|
|
|
Syndicated bank loans - repayable through January 2018 to July 2018, annual interest rates were 2.55% and 2.43% as of December 31, 2016 and September 30, 2017, respectively
|
|
$
|
9,223,500
|
|
|
$
|
4,850,400
|
|
|
$
|
159,921
|
|
|
Others - repayable through October 2017 to October 2019, annual interest rates were 0.74%-4.48% and 0.86%-1.87% as of December 31, 2016 and September 30, 2017, respectively
|
|
|
36,009,917
|
|
|
|
24,287,205
|
|
|
|
800,765
|
|
|
Mortgage loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayable through December 2017 to June 2023, annual interest rates were both 4.95%-5.39% as of December 31, 2016 and September 30, 2017
|
|
|
4,390,003
|
|
|
|
4,731,091
|
|
|
|
155,987
|
|
|
|
|
|
49,623,420
|
|
|
|
33,868,696
|
|
|
|
1,116,673
|
|
|
Less: unamortized arrangement fee
|
|
|
7,198
|
|
|
|
2,399
|
|
|
|
79
|
|
|
|
|
|
49,616,222
|
|
|
|
33,866,297
|
|
|
|
1,116,594
|
|
|
Less: current portion
|
|
|
6,567,565
|
|
|
|
6,839,993
|
|
|
|
225,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
43,048,657
|
|
|
$
|
27,026,304
|
|
|
$
|
891,075
|
|
Pursuant
to the above syndicated bank loans agreements, the Company should maintain certain financial covenants including current ratio,
leverage ratio, tangible net assets and interest coverage ratio. Such financial ratios are calculated based on the Group’s
annual audited consolidated financial statements or semi-annual reviewed consolidated financial statements. The Company was in
compliance with all of the loan covenants during the nine months ended September 30, 2016 and 2017.
|
|
2)
|
Long-term
bills payable
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Ta Ching Bills Finance Corporation, repayable in December 2018, annual interest rates were both 1.00% as of December 31, 2016 and September 30, 2017
|
|
$
|
2,000,000
|
|
|
$
|
2,000,000
|
|
|
$
|
65,941
|
|
|
China Bills Finance Corporation, repayable in February 2019, annual interest rate was 0.96%
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
32,971
|
|
|
International Bills Finance Corporation, repayable in March 2019, annual interest rate was 0.96%
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
32,971
|
|
|
|
|
|
2,000,000
|
|
|
|
4,000,000
|
|
|
|
131,883
|
|
|
Less: unamortized discounts
|
|
|
659
|
|
|
|
1,261
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,999,341
|
|
|
$
|
3,998,739
|
|
|
$
|
131,841
|
|
|
|
|
December 31,
2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Unsecured domestic bonds
|
|
|
|
|
|
|
|
Repayable at maturity in January 2021 and interest due annually with annual interest rate at 1.30%
|
|
$
|
7,000,000
|
|
|
$
|
7,000,000
|
|
|
$
|
230,795
|
|
|
Repayable at maturity in January 2023 and interest due annually with annual interest rate at 1.50%
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
|
|
65,941
|
|
|
Repayable at maturity in January 2022 and interest due annually with annual interest rate at 1.25%
|
|
|
-
|
|
|
|
3,700,000
|
|
|
|
121,991
|
|
|
Repayable at maturity in January 2024 and interest due annually with annual interest rate at 1.45%
|
|
|
-
|
|
|
|
4,300,000
|
|
|
|
141,774
|
|
|
Unsecured convertible overseas bonds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$400,000 thousand
|
|
|
12,900,000
|
|
|
|
-
|
|
|
|
-
|
|
|
US$200,000 thousand (linked to New Taiwan dollar)
|
|
|
6,185,600
|
|
|
|
6,185,600
|
|
|
|
203,943
|
|
|
Secured overseas bonds - secured by the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$300,000 thousand, interest due semi-annually with annual interest rate at 2.125% and has been repaid in July 2017
|
|
|
9,675,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
37,760,600
|
|
|
|
23,185,600
|
|
|
|
764,444
|
|
|
Less: discounts on bonds payable
|
|
|
760,697
|
|
|
|
68,224
|
|
|
|
2,249
|
|
|
|
|
|
36,999,903
|
|
|
|
23,117,376
|
|
|
|
762,195
|
|
|
Less: current portion
|
|
|
9,658,346
|
|
|
|
6,136,891
|
|
|
|
202,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27,341,557
|
|
|
$
|
16,980,485
|
|
|
$
|
559,858
|
|
|
|
a.
|
In
September 2013, the Company offered the third unsecured convertible overseas bonds (the
“Bonds”) in US$400,000 thousand. The Bonds is zero coupon bonds with the
maturity of 5 years, in denominations of US$200 thousand or in any integral multiples
thereof. Each holder of the Bonds has the right at any time on or after October 16, 2013
and up to (and including) August 26, 2018, except during legal lock-up period, to convert
the Bonds into newly issued listed common shares at the conversion price NT$33.085, determined
on the basis of a fixed exchange rate of US$1 to NT$29.956. The conversion price will
be adjusted in accordance with the conversion provisions due to anti-dilution clause.
As of December 31, 2016, the conversion price was NT$28.99. As of September 30, 2017,
the Bonds holders have exercised the conversion right to convert the Bonds of US$399,600
thousand into the company’s ordinary shares at conversion prices from NT$27.95(US$0.92)
to NT$28.96 (US$0.95).
|
The
Bonds may be redeemed at the option of the Company, in whole or in part, at any time on or after the third anniversary of the
offering date provided that (1) the closing price, translated into U.S. dollars, of the ordinary shares for a period of 20 consecutive
trading days is at least 130% of the conversion price, (2) at least 90% in aggregate principal amount of the Bonds originally
outstanding has been redeemed, repurchased and canceled or converted, or (3) the Company is required to pay additional taxes on
the Bonds as a result of certain changes in tax laws in the ROC.
Each
holder shall have the right to request the Company repurchase all or any portion of the principal amount thereof of a holder’s
Bonds (1) on the third anniversary of the offering date, (2) in the event of a change of control, or (3) in the event of delisting.
The
Bonds contained a debt host contract, recognized as bonds payable, and the conversion option, redemption option and put option
(collectively the “Bonds Options”) aggregately recognized as financial liabilities at FVTPL. The effective interest
rate of the debt host contract was 3.16% and the aggregate fair value of the Bonds Options was NT$1,667,950 thousand on initial
recognition.
The
Company’s board of directors resolved in July 2017 to issue a notice of early redemption to Bonds holders. As of September
30, 2017, the closing price of the Company’s ordinary shares (translated into U.S. dollars at the prevailing rates) for
a period of 20 consecutive trading days is higher than 130% of the conversion price in U.S. dollar translated at the fixed exchange
rate of US$1 to NT$29.956 determined on pricing date per ordinary share. Therefore, except those have been converted, the Company
early redeemed the outstanding Bonds of US$400 thousand in September 2017.
|
|
b.
|
In
July 2015, the Company offered the forth unsecured convertible overseas bonds (the “Currency
Linked Bonds”) in US$200,000 thousand. The Currency Linked Bonds is zero coupon
bonds with the maturity of 2.75 years, in denominations of US$200 thousand or in any
integral multiples thereof. Repayment, redemption and put amount denominated in U.S.
dollar will be converted into New Taiwan dollar amount using a fixed exchange rate of
US$1 to NT$30.928 (the “Fixed Exchange Rate”) and then converted back to
U.S. dollar amount using the applicable prevailing rate at the time of repayment, redemption
or put. Each holder of the Currency Linked Bonds has the right at any time on or after
August 11, 2015 and up to (and including) March 17, 2018, except during legal lock-up
period, to convert the Currency Linked Bonds into common shares at the conversion price
NT$54.55, determined on the basis of the Fixed Exchange Rate. The Company’s treasury
shares will be available for delivery upon conversion of the Currency Linked Bonds. The
conversion price will be adjusted in accordance with the conversion provisions due to
anti-dilution clause. As of December 31, 2016 and September 30, 2017, the conversion
price was NT$49.52 and NT$47.76 (US$1.57), respectively.
|
The
Currency Linked Bonds may be redeemed at the option of the Company, in whole or in part, at any time on or after March 19, 2018
provided that (1) the closing price, translated into U.S. dollars, of the ordinary shares for a period of 20 out of 30 consecutive
trading days is at least 130% of the conversion price, (2) at least 90% in aggregate principal amount of the Currency Linked Bonds
originally outstanding has been redeemed, repurchased and canceled or converted, or (3) the Company is required to pay additional
taxes on the Currency Linked Bonds as a result of certain changes in tax laws in the ROC.
Each
holder shall have the right to request the Company repurchase all or any portion of the principal amount thereof of a holder’s
Currency Linked Bonds (1) in the event of a change of control, or (2) in the event of delisting.
The
Currency Linked Bonds contained a debt host contract, recognized as bonds payable, and the conversion option, recognized as capital
surplus. The effective interest rate of the debt host contract was 1.58% and the fair value of the conversion option was NT$214,022
thousand on initial recognition.
|
|
c.
|
To
focus on corporate sustainability and to carry out the commitment to environmental protection
and energy conservation, Anstock II Limited, a subsidiary the Company 100% owned, offered
overseas bonds in US$300,000 thousand with the maturity of 3 years and annual interest
rate of 2.125% (the “Green Bonds”) in July 2014. The Green Bonds are unconditionally
and irrevocably guaranteed by the Company and the proceeds were used to fund certain
eligible projects to promote the Group’s transition to low-carbon and climate resilient
growth. As of September 30, 2017, the Company’s subsidiary has repaid the Green
Bonds.
|
|
|
|
December
31,
2016
|
|
September
30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Accrued salary
and bonus
|
|
$
|
6,606,406
|
|
|
$
|
6,500,980
|
|
|
$
|
214,342
|
|
|
Payables for property,
plant and equipment
|
|
|
5,605,528
|
|
|
|
4,406,763
|
|
|
|
145,294
|
|
|
Accrued employees’
compensation and remuneration to directors
|
|
|
2,400,778
|
|
|
|
1,875,436
|
|
|
|
61,834
|
|
|
Accrued employee insurance
|
|
|
617,419
|
|
|
|
704,198
|
|
|
|
23,218
|
|
|
Accrued utilities
|
|
|
410,796
|
|
|
|
465,230
|
|
|
|
15,339
|
|
|
Payables for patents
and acquired specific technology (Note 35)
|
|
|
120,938
|
|
|
|
113,681
|
|
|
|
3,748
|
|
|
Others
|
|
|
5,760,169
|
|
|
|
5,323,708
|
|
|
|
175,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,522,034
|
|
|
$
|
19,389,996
|
|
|
$
|
639,301
|
|
|
|
22.
|
RETIREMENT
BENEFIT PLANS
|
The
Group’s retirement benefit plans consisted of defined contribution retirement plans and defined benefit retirement plans.
Employee benefit expenses in respect of the Group’s defined benefit retirement plans were calculated using the projected
pension cost stated in 2015 and 2016 actuarial reports.
Ordinary
shares
|
|
|
December
31,
2016
|
|
September
30,
2017
|
|
|
|
|
|
|
|
Numbers of shares authorized
(in thousands)
|
|
|
10,000,000
|
|
|
|
10,000,000
|
|
|
Numbers of shares reserved (in thousands)
|
|
|
|
|
|
|
|
|
|
Employee share options
|
|
|
800,000
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued and fully paid (in
thousands)
|
|
|
7,946,184
|
|
|
|
8,725,506
|
|
|
|
|
December
31,
2016
|
|
September
30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Shares
capital authorized
|
|
$
|
100,000,000
|
|
|
$
|
100,000,000
|
|
|
$
|
3,297,066
|
|
|
Shares capital reserved
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
share options
|
|
$
|
8,000,000
|
|
|
$
|
8,000,000
|
|
|
$
|
263,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares capital issued
|
|
$
|
79,568,040
|
|
|
$
|
87,255,059
|
|
|
$
|
2,876,857
|
|
The
holders of issued ordinary shares with a par value at $10 per share are entitled the right to vote and receive dividends, except
the shares held by the Group’s subsidiaries which are not entitled the right to vote. As of December 31, 2016 and September
30, 2017, there were both 500,000 thousand ordinary shares included in the authorized shares that were not yet required to complete
the share registration process.
In
December 2016, the board of directors approved the issuance of 300,000 thousand ordinary shares for cash capital increase at NT$34.3
per share. The aforementioned cash capital increase has been completed and the Company has completed the registration formalities
in March 2017.
As
disclosed in Note 20, there were 424,258 thousand ordinary shares were issued under the conversion of Bonds as of September 30,
2017. The record dates of 323,094 thousand and 101,164 thousand ordinary shares were October 13, 2017 and July 13, 2017, respectively.
The Company has completed the registration formalities before the condensed consolidated financial statements were authorized
for issue by management.
American
Depositary Receipts
The
Company issued ADSs and each ADS represents five ordinary shares. As of December 31, 2016 and September 30, 2017, 125,518 thousand
and 107,475 thousand ADSs were outstanding and represented approximately 627,590 thousand and 537,377 thousand ordinary shares
of the Company, respectively.
|
|
|
December
31,
2016
|
|
September
30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
May be used
to offset a deficit,
distributed as cash dividends,
or transferred to share capital (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arising from
issuance of ordinary shares
|
|
$
|
5,844,397
|
|
|
$
|
15,515,797
|
|
|
$
|
511,566
|
|
|
Arising from conversion
of bonds payable
|
|
|
-
|
|
|
|
451,815
|
|
|
|
14,897
|
|
|
Arising from the difference
between consideration received and the carrying amount of the subsidiaries’ net assets during actual disposal or acquisition
|
|
|
7,176,958
|
|
|
|
7,176,958
|
|
|
|
236,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
|
|
|
December
31,
2016
|
|
September
30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
May be used to offset a deficit
only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arising from
changes in percentage of ownership interest in subsidiaries (2)
|
|
$
|
6,134,228
|
|
|
$
|
6,137,283
|
|
|
$
|
202,350
|
|
|
Arising from treasury share
transactions
|
|
|
950,368
|
|
|
|
1,151,345
|
|
|
|
37,961
|
|
|
Arising from exercised
employee share options
|
|
|
630,411
|
|
|
|
828,104
|
|
|
|
27,303
|
|
|
Arising from expired employee
share options (Note 27)
|
|
|
3,626
|
|
|
|
17,167
|
|
|
|
566
|
|
|
Arising from share of changes
in capital surplus of associates
|
|
|
82,243
|
|
|
|
84,509
|
|
|
|
2,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May
not be used for any purpose
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arising from employee share
options
|
|
|
1,230,247
|
|
|
|
1,245,707
|
|
|
|
41,072
|
|
|
Arising from equity component
of convertible bonds
|
|
|
214,022
|
|
|
|
214,022
|
|
|
|
7,056
|
|
|
Others
(3)
|
|
|
-
|
|
|
|
7,526,018
|
|
|
|
248,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,266,500
|
|
|
$
|
40,348,725
|
|
|
$
|
1,330,324
|
|
(Concluded)
|
|
1)
|
Such
capital surplus may be used to offset a deficit; in addition, when the Company has no
deficit, such capital surplus may be distributed as cash dividends or transferred to
share capital (limited to a certain percentage of the Company’s capital surplus
and once a year).
|
|
|
2)
|
Such
capital surplus arises from the effect of changes in ownership interest in a subsidiary
resulted from equity transactions other than actual disposal or acquisition, or from
changes in capital surplus of subsidiaries accounted for using the equity method.
|
|
|
3)
|
Such
capital surplus arises from the excess of related carrying amount of related accounts
over the par value and the Company has not completed registration formalities when the
convertible bonds were converted into ordinary shares and employee share options were
exercised.
|
|
|
c.
|
Retained
earnings and dividend policy
|
In
accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders
and do not include employees. The consequential amendments to the Company’s Articles of Incorporation was resolved at the
Company’s annual shareholders’ meetings. For information about the accrual basis of the employees’ compensation
and remuneration to directors and the actual appropriations, please refer to employee benefits expense under profit before income
tax in Note 24(h).
The
amended Articles of Incorporation of ASE Inc. (the “Articles”) in June 2016 provides that annual net profit shall
be distributed in the following order:
|
|
1)
|
Replenishment
of deficits;
|
|
|
2)
|
10.0%
as legal reserve;
|
|
|
3)
|
Special
reserve appropriated or reversed in accordance with laws or regulations set forth by
the authorities concerned;
|
|
|
4)
|
Addition
or deduction of realized gains or losses on equity instruments at fair value through
other comprehensive income.
|
The
Company is currently in the mature growth stage. To meet the capital needs for business development now and in the future and
satisfy the shareholders’ demand for cash inflows, the Company shall use residual dividend policy to distribute dividends,
of which the cash dividend is not lower than 30% of the total dividend distribution, with the remainder to be distributed in stock.
A distribution plan is also to be made by the board of directors and passed for resolution in the shareholders’ meeting.
Appropriation
of earnings to legal reserve shall be made until the legal reserve equals the Company’s capital surplus. Legal reserve may
be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s capital
surplus, the excess may be transferred to capital or distributed in cash.
Under
Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special
Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate to or reverse a special reserve.
Expect
for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate
share of the income tax paid by the Company.
The
appropriations of earnings for 2015 and 2016 resolved at the Company’s annual shareholders’ meetings in June 2016
and June 2017, respectively, were as follows:
|
|
|
Appropriation of Earnings
|
|
Dividends Per Share
|
|
|
|
For Year 2015
|
|
For Year 2016
|
|
For Year 2015
|
|
For Year 2016
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
(in dollars)
|
|
(in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve
|
|
$
|
1,947,887
|
|
|
$
|
2,168,034
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
|
|
12,476,779
|
|
|
|
11,415,198
|
|
|
$
|
1.60
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14,424,666
|
|
|
$
|
13,583,232
|
|
|
|
|
|
|
|
|
|
|
|
1)
|
Exchange
differences on translating foreign operations
|
|
|
|
For
the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance
at January 1
|
|
$
|
4,492,671
|
|
|
$
|
(1,643,623
|
)
|
|
$
|
(54,191
|
)
|
|
Exchange differences
arising on translating foreign operations
|
|
|
(6,147,519
|
)
|
|
|
(3,912,689
|
)
|
|
|
(129,004
|
)
|
|
Share
of exchange difference of associates and joint venture accounted for using the equity method
|
|
|
(301,327
|
)
|
|
|
(119,500
|
)
|
|
|
(3,940
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30
|
|
$
|
(1,956,175
|
)
|
|
$
|
(5,675,812
|
)
|
|
$
|
(187,135
|
)
|
|
|
2)
|
Unrealized
gain (loss) on available-for-sale financial assets
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
588,119
|
|
|
$
|
(197,314
|
)
|
|
$
|
(6,505
|
)
|
|
Unrealized gain (loss) arising on revaluation of available-for-sale financial assets
|
|
|
(62,028
|
)
|
|
|
133,521
|
|
|
|
4,402
|
|
|
Cumulative loss reclassified to profit or loss on impairment of available-for-sale financial assets
|
|
|
-
|
|
|
|
50,206
|
|
|
|
1,655
|
|
|
Cumulative loss (gain) reclassified to profit or loss on disposal of available-for-sale financial assets
|
|
|
7,512
|
|
|
|
(1,417
|
)
|
|
|
(47
|
)
|
|
Unrealized gain (loss) on available-for-sale financial assets of associates and joint venture accounted for using the equity method
|
|
|
(233,717
|
)
|
|
|
546,203
|
|
|
|
18,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
$
|
299,886
|
|
|
$
|
531,199
|
|
|
$
|
17,514
|
|
|
|
e.
|
Treasury
shares (in thousand shares)
|
|
|
|
Beginning
|
|
|
|
|
|
Ending
|
|
|
|
Balance
|
|
Addition
|
|
Decrease
|
|
Balance
|
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares held by subsidiaries
|
|
|
145,883
|
|
|
|
-
|
|
|
|
-
|
|
|
|
145,883
|
|
|
Shares reserved for bonds conversion
|
|
|
120,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
265,883
|
|
|
|
-
|
|
|
|
-
|
|
|
|
265,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares held by subsidiaries
|
|
|
145,883
|
|
|
|
-
|
|
|
|
-
|
|
|
|
145,883
|
|
|
Shares reserved for bonds conversion
|
|
|
120,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
120,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
265,883
|
|
|
|
-
|
|
|
|
-
|
|
|
|
265,883
|
|
The
Company’s shares held by its subsidiaries at each balance sheet date were as follows:
|
|
|
Shares
Held By Subsidiaries
|
|
Carrying amount
|
|
Carrying amount
|
|
Fair Value
|
|
Fair Value
|
|
|
|
(in thousand shares)
|
|
NT$
|
|
US$
(Note 4)
|
|
NT$
|
|
US$
(Note
4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASE Test
|
|
|
88,200
|
|
|
$
|
1,380,721
|
|
|
|
|
|
|
$
|
2,915,026
|
|
|
|
|
|
|
J&R Holding
|
|
|
46,704
|
|
|
|
381,709
|
|
|
|
|
|
|
|
1,543,559
|
|
|
|
|
|
|
ASE Test, Inc.
|
|
|
10,979
|
|
|
|
196,677
|
|
|
|
|
|
|
|
362,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145,883
|
|
|
$
|
1,959,107
|
|
|
|
|
|
|
$
|
4,821,434
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASE Test
|
|
|
88,200
|
|
|
$
|
1,380,721
|
|
|
$
|
45,523
|
|
|
$
|
3,276,648
|
|
|
$
|
108,033
|
|
|
J&R Holding
|
|
|
46,704
|
|
|
|
381,709
|
|
|
|
12,585
|
|
|
|
1,735,045
|
|
|
|
57,206
|
|
|
ASE Test, Inc.
|
|
|
10,979
|
|
|
|
196,677
|
|
|
|
6,485
|
|
|
|
407,862
|
|
|
|
13,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145,883
|
|
|
$
|
1,959,107
|
|
|
$
|
64,593
|
|
|
$
|
5,419,555
|
|
|
$
|
178,686
|
|
Fair
values of the Company’s shares held by subsidiaries are based on the closing price from an available published price quotation,
which is a Level 1 input in terms of IFRS 13, at the balance sheet dates.
The
Company issued ordinary shares in connection with its merger with its subsidiaries. The shares held by its subsidiaries were reclassified
from investments accounted for using the equity method to treasury shares on the proportion owned by the Company.
Under
the Securities and Exchange Act in the ROC, the Company shall neither pledge treasury shares nor exercise shareholders’
rights on these shares, such as rights to dividends and voting. The subsidiaries holding treasury shares, however, retain shareholders’
rights except the rights to participate in any share issuance for cash and voting.
|
|
f.
|
Non-controlling
interests
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
(Retrospectively Adjusted)
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance at January 1 (Retrospectively Adjusted)
|
|
$
|
11,492,545
|
|
|
$
|
12,000,551
|
|
|
$
|
395,666
|
|
|
Attributable to non-controlling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit for the period
|
|
|
831,621
|
|
|
|
1,134,592
|
|
|
|
37,408
|
|
|
Exchange difference on translating foreign operations
|
|
|
(596,012
|
)
|
|
|
(266,791
|
)
|
|
|
(8,796
|
)
|
|
Unrealized gain on available-for-sale financial assets
|
|
|
1,547
|
|
|
|
716
|
|
|
|
24
|
|
|
Non-controlling interest arising from acquisition of subsidiaries (Note 28)
|
|
|
42,857
|
|
|
|
-
|
|
|
|
-
|
|
(Continued)
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
(Retrospectively Adjusted)
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Additional non-controlling interests arising from partial disposal of subsidiaries (Note 30)
|
|
$
|
26,436
|
|
|
$
|
(3,055
|
)
|
|
$
|
(101
|
)
|
|
Repurchase of outstanding ordinary shares of subsidiaries (Note 30)
|
|
|
(912,886
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Non-controlling interest relating to outstanding vested share options held by the employees of subsidiaries
|
|
|
425,523
|
|
|
|
171,247
|
|
|
|
5,646
|
|
|
Cash dividends to non-controlling interests
|
|
|
(236,426
|
)
|
|
|
(246,440
|
)
|
|
|
(8,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
$
|
11,075,205
|
|
|
$
|
12,790,820
|
|
|
$
|
421,722
|
|
(Concluded)
|
|
24.
|
PROFIT
BEFORE INCOME TAX
|
|
|
a.
|
Other
operating income and expenses, net
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
38,096
|
|
|
$
|
81,046
|
|
|
$
|
2,672
|
|
|
Impairment loss on property, plant and equipment
|
|
|
(886,846
|
)
|
|
|
(285,466
|
)
|
|
|
(9,412
|
)
|
|
Gains on disposal of property, plant and equipment
|
|
|
19,284
|
|
|
|
354,871
|
|
|
|
11,700
|
|
|
Others
|
|
|
125,215
|
|
|
$
|
123,866
|
|
|
$
|
4,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(704,251
|
)
|
|
$
|
$274,317
|
|
|
$
|
$9,044
|
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Government subsidy
|
|
$
|
219,725
|
|
|
$
|
228,436
|
|
|
$
|
7,531
|
|
|
Interest income
|
|
|
171,615
|
|
|
|
178,027
|
|
|
|
5,870
|
|
|
Dividends income
|
|
|
20,625
|
|
|
$
|
47,225
|
|
|
$
|
1,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
411,965
|
|
|
$
|
$453,688
|
|
|
$
|
$14,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c.
|
Other
gains and losses
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Gain on disposal of subsidiaries (Note 29)
|
|
$
|
-
|
|
|
$
|
5,643,773
|
|
|
$
|
186,079
|
|
|
Net gains on financial assets designated as at FVTPL
|
|
|
165,319
|
|
|
|
245,463
|
|
|
|
8,093
|
|
|
Net losses arising on financial instruments held for trading
|
|
|
(1,657,476
|
)
|
|
|
(2,812,496
|
)
|
|
|
(92,730
|
)
|
|
Foreign exchange gains
|
|
|
2,235,621
|
|
|
|
2,722,632
|
|
|
|
89,767
|
|
|
Others
|
|
|
(9,398
|
)
|
|
|
(48,760
|
)
|
|
|
(1,607
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
734,066
|
|
|
$
|
$5,750,612
|
|
|
$
|
$189,602
|
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Total interest expense for financial liabilities measured at amortized cost
|
|
$
|
1,923,733
|
|
|
$
|
1,561,202
|
|
|
$
|
51,473
|
|
|
Less: Amounts included in the cost of qualifying assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories related to real estate business
|
|
|
(176,710
|
)
|
|
|
(187,446
|
)
|
|
|
(6,180
|
)
|
|
Property, plant and equipment
|
|
|
(38,828
|
)
|
|
|
(45,653
|
)
|
|
|
(1,505
|
)
|
|
|
|
|
1,708,195
|
|
|
|
1,328,103
|
|
|
|
43,788
|
|
|
Other finance costs
|
|
|
38,390
|
|
|
|
17,399
|
|
|
|
574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,746,585
|
|
|
$
|
$1,345,502
|
|
|
$
|
$44,362
|
|
Information
relating to the capitalized borrowing costs was as follows:
|
|
|
|
For the Nine Months
Ended September 30
|
|
|
|
|
2016
|
|
|
|
2017
|
|
|
Annual interest capitalization rates
|
|
|
|
|
|
|
|
|
|
Inventories related to real estate business (%)
|
|
|
4.35-6.00
|
|
|
|
4.35-5.39
|
|
|
Property, plant and equipment (%)
|
|
|
1.15-4.05
|
|
|
|
1.26-5.49
|
|
|
|
e.
|
Depreciation
and amortization
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
(Retrospectively Adjusted)
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
21,694,771
|
|
|
$
|
$21,409,699
|
|
|
$
|
$705,892
|
|
|
Investment property
|
|
|
-
|
|
|
|
30,479
|
|
|
|
1,005
|
|
|
Other intangible assets
|
|
|
389,363
|
|
|
|
344,151
|
|
|
|
11,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,084,134
|
|
|
$
|
$21,784,329
|
|
|
$
|
$718,244
|
|
(Continued)
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
(Retrospectively Adjusted)
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Summary of depreciation by function
|
|
|
|
|
|
|
|
Operating costs
|
|
$
|
20,206,684
|
|
|
$
|
$19,934,724
|
|
|
$
|
$657,261
|
|
|
Operating expenses
|
|
|
1,488,087
|
|
|
|
1,505,454
|
|
|
|
49,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,694,771
|
|
|
$
|
$21,440,178
|
|
|
$
|
$706,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of amortization by function
|
|
$
|
114,823
|
|
|
$
|
$106,068
|
|
|
$
|
$3,497
|
|
|
Operating costs
|
|
|
274,540
|
|
|
|
238,083
|
|
|
|
7,850
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
389,363
|
|
|
$
|
$344,151
|
|
|
$
|
$11,347
|
|
(Concluded)
|
|
f.
|
Operating
expenses directly related to investment properties
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses of investment properties that generated rental income
|
|
$
|
-
|
|
|
$
|
125,785
|
|
|
$
|
4,147
|
|
|
|
g.
|
Employee
benefits expense
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Post-employment benefits
|
|
|
|
|
|
|
|
Defined contribution plans
|
|
$
|
1,764,165
|
|
|
$
|
$1,741,016
|
|
|
$
|
$57,402
|
|
|
Defined benefit plans
|
|
|
297,425
|
|
|
|
239,115
|
|
|
|
7,884
|
|
|
|
|
|
2,061,590
|
|
|
|
1,980,131
|
|
|
|
65,286
|
|
|
Equity-settled share-based payments
|
|
|
353,676
|
|
|
|
397,659
|
|
|
|
13,111
|
|
|
Other employee benefits
|
|
|
36,296,065
|
|
|
|
37,945,020
|
|
|
|
1,251,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,711,331
|
|
|
$
|
$40,322,810
|
|
|
$
|
$1,329,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of employee benefits expense by function
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs
|
|
$
|
26,264,502
|
|
|
$
|
$26,837,930
|
|
|
$
|
$884,864
|
|
|
Operating expenses
|
|
|
12,446,829
|
|
|
|
13,484,880
|
|
|
|
444,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,711,331
|
|
|
$
|
$40,322,810
|
|
|
$
|
$1,329,469
|
|
|
|
h.
|
Employees’
compensation and the remuneration to directors
|
To
be in compliance with the Company Act as amended in May 2015, the amended Articles of Incorporation of the Company, has been approved
in the shareholders’ meeting in June 2016, stipulate to distribute employees’ compensation and remuneration to directors
at the rates in 5.25%-8.25% and no higher than 0.75%, respectively, of net profit before income tax, employees’ compensation
and
remuneration
to directors. For the nine months ended September 30, 2016 and 2017, the employees’ compensation and the remuneration to
directors were accrued based on 8.25% and 0.75% of net profit before income tax, employees’ compensation and remuneration
to directors, respectively, and were as follows.
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Employees’ compensation
|
|
$
|
1,409,574
|
|
|
$
|
1,676,620
|
|
|
$
|
55,279
|
|
|
Remuneration to directors
|
|
|
128,143
|
|
|
|
152,420
|
|
|
|
5,025
|
|
If
there is any change in the proposed amounts after the consolidated financial statements authorized for issue, the differences
are recorded as a change in accounting estimate.
The
appropriations of employees’ compensation (settled by cash) and remuneration to directors for 2015 and 2016 resolved by
the board of directors in April 2016 and in March 2017, respectively, and the amounts recognized in 2015 and 2016 consolidated
financial statements were as follows.
|
|
|
For Year 2015
|
|
For Year 2016
|
|
|
|
Employees’ compensation
|
|
Remuneration to directors
|
|
Employees’ compensation
|
|
Remuneration to directors
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
Resolved by the board of directors
|
|
$
|
2,033,800
|
|
|
$
|
140,000
|
|
|
$
|
2,151,900
|
|
|
$
|
148,000
|
|
|
Recognized in the consolidated financial statements
|
|
$
|
2,033,500
|
|
|
$
|
184,500
|
|
|
$
|
2,147,323
|
|
|
$
|
195,211
|
|
The
differences between the resolved amounts of the employees’ compensation and the remuneration to directors and the accrued
amounts reflected in the consolidated financial statements for the years ended December 31, 2015 and 2016 were deemed changes
in estimates. The difference was NT$44,200 thousand and NT$42,634 thousand (US$1,406 thousand) and had been adjusted in net profit
for the years ended December 31, 2016 and 2017, respectively.
|
|
a.
|
Income
tax recognized in profit or loss
|
The
major components of income tax were as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Current income tax
|
|
|
|
|
|
|
|
In respect of the current period
|
|
$
|
3,609,224
|
|
|
$
|
3,843,507
|
|
|
$
|
126,723
|
|
|
Income tax on unappropriated earnings
|
|
|
(27,213
|
)
|
|
|
280,579
|
|
|
|
9,251
|
|
|
Changes in estimate for prior periods
|
|
|
26,514
|
|
|
|
(42,415
|
)
|
|
|
(1,399
|
)
|
|
|
|
|
3,608,525
|
|
|
|
4,081,671
|
|
|
|
134,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Deferred income tax
|
|
|
|
|
|
|
|
In respect of the current period
|
|
$
|
(238,983
|
)
|
|
$
|
574,219
|
|
|
$
|
18,932
|
|
|
Adjustments attributable to changes in tax rates
|
|
|
14,184
|
|
|
|
-
|
|
|
|
-
|
|
|
Changes in estimate for prior periods
|
|
|
(26,840
|
)
|
|
|
51,857
|
|
|
|
1,710
|
|
|
Effect of foreign currency exchange differences
|
|
|
(126,918
|
)
|
|
|
(69,732
|
)
|
|
|
(2,299
|
)
|
|
|
|
|
(378,557
|
)
|
|
|
556,344
|
|
|
|
18,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax recognized in profit or loss
|
|
$
|
3,229,968
|
|
|
$
|
4,638,014
|
|
|
$
|
152,918
|
|
(Concluded)
As
of December 31, 2016 and September 30, 2017, unappropriated earnings were all generated on and after January 1, 1998. As of December
31, 2016 and September 30, 2017, the balance of the Imputation Credit Account (“ICA”) was NT$3,328,374 thousand
and NT$3,317,787 thousand (US$109,390 thousand), respectively.
The
creditable ratio for the distribution of earnings of 2015 and 2016 was 9.65% (actual) and 10.01% (estimated) , respectively.
|
|
c.
|
Income
tax assessments
|
Income
tax returns of ASE Inc. and its ROC subsidiaries have been examined by authorities through 2012 and 2015 and through 2013 to 2015,
respectively.
The
earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net
profit for the period
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
(Retrospectively
Adjusted)
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Net Profit for the period attributable to owners of the Company
|
|
$
|
14,339,729
|
|
|
$
|
17,414,958
|
|
|
$
|
574,183
|
|
|
Effect of potentially dilutive ordinary shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee share options issued by subsidiaries
|
|
|
(291,290
|
)
|
|
|
(737,608
|
)
|
|
|
(24,320
|
)
|
|
Investments in associates
|
|
|
(455,098
|
)
|
|
|
(411,398
|
)
|
|
|
(13,564
|
)
|
|
Convertible bonds
|
|
|
(551,720
|
)
|
|
|
70,088
|
|
|
|
2,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings used in the computation of diluted earnings per share
|
|
$
|
13,041,621
|
|
|
$
|
16,336,040
|
|
|
$
|
538,610
|
|
Weighted
average number of ordinary shares outstanding
(in thousand shares):
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares in the computation of basic earnings per share
|
|
|
7,658,467
|
|
|
|
8,057,642
|
|
|
Effect of potentially dilutive ordinary shares:
|
|
|
|
|
|
|
|
|
|
Convertible bonds
|
|
|
515,295
|
|
|
|
124,911
|
|
|
Employee share options
|
|
|
61,385
|
|
|
|
42,865
|
|
|
Employees’ compensation
|
|
|
37,793
|
|
|
|
40,677
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares in the computation of diluted earnings per share
|
|
|
8,272,940
|
|
|
|
8,266,095
|
|
For
purposes of the ADS calculation, the denominator represents the above-mentioned weighted average outstanding shares divided by
five (one ADS represents five ordinary shares). The numerator was the same.
The
Group is able to settle the employees’ compensation by cash or shares. The Group assumed that the entire amount of the compensation
would be settled in shares and the resulting potential shares were included in the weighted average number of ordinary shares
outstanding used in the computation of diluted earnings per share if the effect is dilutive. Such dilutive effect of the potential
shares was included in the computation of diluted earnings per share until the board of directors approve the number of shares
to be distributed to employees at their meeting in the following year.
The
third unsecured convertible overseas bonds issued by the Company were anti-dilutive for the nine months ended September 30, 2017
and were excluded from the computation of diluted earnings per share for the same period.
|
|
27.
|
SHARE-BASED
PAYMENT ARRANGEMENTS
|
|
|
a.
|
Employee
share option plans of the Company and its subsidiaries
|
In
order to attract, retain and reward employees, ASE Inc. had five employee share option plans for full-time employees of the Group.
Each share option represents the right to purchase one ordinary share of ASE Inc. when exercised. Under the terms of the plans,
share options are granted at an exercise price equal to or not less than the closing price of the ordinary shares listed on the
TSE at the grant date. The option rights of these plans are valid for 10 years, non-transferable and exercisable at certain percentages
subsequent to the second anniversary of the grant date. For any subsequent changes in the Company’s capital structure, the
exercise price is accordingly adjusted.
ASE
Inc. Option Plans
Information
about share options was as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
|
|
Number of
|
|
Price
|
|
Number of
|
|
Price
|
|
|
|
Options
|
|
Per Share
|
|
Options
|
|
Per Share
|
|
|
|
(In Thousands)
|
|
(NT$)
|
|
(In Thousands)
|
|
(NT$)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
252,607
|
|
|
$
|
26.6
|
|
|
|
210,795
|
|
|
$
|
27.3
|
|
|
Options forfeited
|
|
|
(4,556
|
)
|
|
|
34.5
|
|
|
|
(4,925
|
)
|
|
|
36.3
|
|
|
Options exercised
|
|
|
(26,262
|
)
|
|
|
20.9
|
|
|
|
(55,064
|
)
|
|
|
20.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
|
221,789
|
|
|
|
27.1
|
|
|
|
150,806
|
|
|
|
29.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period
|
|
|
132,619
|
|
|
|
20.8
|
|
|
|
99,776
|
|
|
|
25.8
|
|
The
weighted average share price at exercise dates of share options for the nine months ended September 30, 2016 and 2017 was NT$36.5
and NT$37.6 (US$1.24), respectively.
Information
about the Company’s outstanding share options at each balance sheet date was as follows:
|
|
|
Range of Exercise Price Per Share
(NT$)
|
|
Weighted Average Remaining
Contractual Life (Years)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
$
|
20.4-22.6
|
|
|
|
2.5
|
|
|
|
|
|
36.5
|
|
|
|
8.7
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
20.4-22.6
|
|
|
|
2.3
|
|
|
|
|
|
36.5
|
|
|
|
7.9
|
|
ASE
Mauritius Inc. Option Plan
ASE
Mauritius Inc. has an employee share option plan for full-time employees of the Group which granted 30,000 thousand units in December
2007. Under the terms of the plan, each unit represents the right to purchase one ordinary share of ASE Mauritius Inc. when exercised.
The option rights of the plan are valid for 10 years, non-transferable and exercisable at certain percentages subsequent to the
second anniversary of the grant date.
Information
about share options was as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
|
|
Number of
|
|
Price
|
|
Number of
|
|
Price
|
|
|
|
Options
|
|
Per Share
|
|
Options
|
|
Per Share
|
|
|
|
(In Thousands)
|
|
(US$)
|
|
(In Thousands)
|
|
(US$)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
28,470
|
|
|
$
|
1.7
|
|
|
|
28,470
|
|
|
$
|
1.7
|
|
|
Options forfeited
|
|
|
-
|
|
|
|
-
|
|
|
|
(250
|
)
|
|
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
|
28,470
|
|
|
|
1.7
|
|
|
|
28,220
|
|
|
|
1.7
|
|
(Continued)
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
|
|
Number of
|
|
Price
|
|
Number of
|
|
Price
|
|
|
|
Options
|
|
Per Share
|
|
Options
|
|
Per Share
|
|
|
|
(In Thousands)
|
|
(US$)
|
|
(In Thousands)
|
|
(US$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period
|
|
|
28,470
|
|
|
$
|
1.7
|
|
|
|
28,220
|
|
|
$
|
1.7
|
|
(Concluded)
As
of December 31, 2016 and September 30, 2017, the remaining contractual life was 1 year and 0.3 year, respectively.
USIE
Option Plan
The
terms of the plans issued by USIE were the same with those of the Company’s option plans.
Information
about share options was as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
|
Exercise
|
|
|
|
Exercise
|
|
|
|
Number of
|
|
Price
|
|
Number of
|
|
Price
|
|
|
|
Options
|
|
Per Share
|
|
Options
|
|
Per Share
|
|
|
|
(In Thousands)
|
|
(US$)
|
|
(In Thousands)
|
|
(US$)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
29,695
|
|
|
$
|
2.1
|
|
|
|
25,933
|
|
|
$
|
2.2
|
|
|
Options exercised
|
|
|
(3,762
|
)
|
|
|
2.0
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
|
25,933
|
|
|
|
2.2
|
|
|
|
25,933
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period
|
|
|
25,933
|
|
|
|
2.2
|
|
|
|
25,933
|
|
|
|
2.2
|
|
Information
about USIE’s outstanding share options at each balance sheet date was as follows:
|
|
|
Range of Exercise Price Per Share
(US$)
|
|
Weighted Average Remaining
Contractual Life (Years)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
$
|
1.5
|
|
|
|
4.0
|
|
|
|
|
|
2.4-2.9
|
|
|
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
1.5
|
|
|
|
3.2
|
|
|
|
|
|
2.4-2.9
|
|
|
|
3.1
|
|
USISH
Option Plan
Each
unit represents the right to purchase one ordinary share of USISH when exercised. The options for USISH’s full-time employees
are valid for 10 years, non-transferable and exercisable at certain percentages subsequent to the second anniversary of the grant
date incorporated with certain performance conditions. For any subsequent changes in USISH’s capital structure, the exercise
price
is
accordingly adjusted.
Information
about share options was as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Number of
|
|
Exercise
|
|
Number of
|
|
Exercise
|
|
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
|
|
(In
|
|
Per Share
|
|
(In
|
|
Per Share
|
|
|
|
Thousands)
|
|
(CNY)
|
|
Thousands)
|
|
(CNY)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
26,627
|
|
|
$
|
15.5
|
|
|
|
24,997
|
|
|
$
|
15.5
|
|
|
Options forfeited
|
|
|
(1,211
|
)
|
|
|
15.5
|
|
|
|
(930
|
)
|
|
|
15.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
|
25,416
|
|
|
|
15.5
|
|
|
|
24,067
|
|
|
|
15.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
As
of December 31, 2016 and September 30, 2017, the remaining contractual life of the share options was 8.9 years and 8.2 years,
respectively.
Employee
benefit expense recognized for employee share options granted by the Company and its subsidiary, USISH, was NT$353,676 thousand
and NT$313,659 thousand (US$10,342 thousand) for the nine months ended September 30, 2016 and 2017, respectively.
|
|
b.
|
New
shares reserved for subscription by employees under cash capital increase
|
In
December 2016, the board of directors approved the cash capital increase and, as required under the Company Act of the ROC, simultaneously
granted options to employees to purchase 10% of such newly issued shares. The grant of the options was accounted for as employee
options, accordingly a share-based compensation, and was measured at fair value in accordance with IFRS 2. The Group recognized
employee benefits expense and capital surplus arising from exercised employee share options of NT$84,000 thousand (US$2,769 thousand)
in full at the grant date (also the vested date), of which 4,836 thousand shares has not been exercised and, therefore, $13,541
thousand (US$446 thousand) was reclassified from capital surplus arising from exercised employee share options to capital surplus
arising from expired employee share options.
Information
about the Company’s employee share options related to the aforementioned newly issued shares was as follows:
|
|
|
Number of Options
(In Thousand)
|
|
|
|
|
|
Options granted for the nine months ended September 30, 2017
|
|
|
30,000
|
|
|
Options exercised for the nine months ended September 30, 2017
|
|
|
25,164
|
|
|
Weighted-average fair value of options granted (NT$ per share)
|
|
$
|
2.80
|
|
Fair
value was measured using the Black-Scholes Option Pricing Model and the inputs to the model were as follows:
|
Share price at the grant
date
|
|
NT$36.55 per share
|
|
Exercise price
|
|
NT$34.30 per share
|
|
Expected volatility
|
|
27.15%
|
|
Expected lives
|
|
47 days
|
|
Expected dividend yield
|
|
-
|
|
Risk free interest rate
|
|
0.37%
|
Expected
volatility was based on the Company’s historical share prices volatility.
|
|
28.
|
BUSINESS
COMBINATIONS
|
|
|
|
Principal Activity
|
|
Date of Acquisition
|
|
Proportion of Voting Equity Interests Acquired
|
|
Cash Consideration
|
|
|
|
|
|
|
|
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
TLJ
|
|
Engaged in information software services
|
|
May 3, 2016
|
|
60%
|
$
|
89,998
|
In
May 2016, the Company’s subsidiary, ASE Test, Inc., acquired 60% shareholdings of TLJ with a total consideration determined
primarily based on independent professional appraisal reports. NT$41,739 thousand out of the total consideration was paid to key
management personnel and related parties.
|
|
b.
|
Assets
acquired and liabilities assumed at the date of acquisition
|
|
|
|
NT$
|
|
|
|
|
|
Current assets
|
|
$
|
16,645
|
|
|
Non-current assets
|
|
|
108,486
|
|
|
Current liabilities
|
|
|
(7,599
|
)
|
|
|
|
|
|
|
|
Fair value of identifiable net assets acquired
|
|
$
|
117,532
|
|
|
|
c.
|
Goodwill
recognized on acquisition
|
|
|
|
NT$
|
|
|
|
|
|
Consideration transferred (paid in cash)
|
|
$
|
89,998
|
|
|
Non-controlling interests
|
|
|
42,857
|
|
|
Less: Fair value of identifiable net assets acquired
|
|
|
(117,532
|
)
|
|
|
|
|
|
|
|
Goodwill recognized on acquisition
|
|
$
|
15,323
|
|
The
non-controlling interest recognized at the acquisition date was measured at its fair value.
The
goodwill recognized mainly represents the control premium. In addition, the consideration paid for the acquisition effectively
included amounts attributed to the benefits of expected revenue growth and future market development of TLJ. These benefits are
not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
|
|
d.
|
Net
cash outflow on acquisition of subsidiaries
|
|
|
|
NT$
|
|
|
|
|
|
Consideration paid in cash
|
|
$
|
89,998
|
|
|
Less: Cash acquired
|
|
|
16,561
|
|
|
|
|
|
|
|
|
|
|
$
|
73,437
|
|
|
|
e.
|
As
of June 30, 2017, the Group has completed the identification of the difference between
the cost of the investment and the Group’s share of the net fair value of TLJ’s
identifiable assets and liabilities and therefore, the Company has retrospectively adjusted
the comparative consolidated financial statements for prior periods. As of December 31,
2016, the retrospective adjustments are summarized as follows:
|
|
|
|
After Retrospectively Adjusted
|
|
Before Retrospectively Adjusted
|
|
|
|
NT$
|
|
NT$
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
10,490,309
|
|
|
$
|
10,558,878
|
|
|
Other intangible assets
|
|
$
|
1,617,261
|
|
|
$
|
1,560,989
|
|
|
|
|
|
|
|
|
|
|
|
|
For nine months ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs
|
|
$
|
159,942,771
|
|
|
$
|
159,938,375
|
|
|
Operating expenses
|
|
$
|
19,282,626
|
|
|
$
|
19,241,527
|
|
The
aforementioned retrospective adjustments are accordingly recorded as a decrease in retained earnings of NT$28,880 thousand as
an increase in non-controlling interests of NT$16,583 thousand as of December 31, 2016.
|
|
29.
|
DISPOSAL
OF SUBSIDIARIES
|
The
Group entered into an agreement to dispose of KSDY. The disposal was completed in June 2017 and as a result, the Group lost its
control over KSDY.
|
|
a.
|
Gain
on disposal of subsidiaries
|
|
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration
|
|
$
|
7,100,780
|
|
|
$
|
234,117
|
|
|
Net assets disposed of
|
|
|
(1,457,007
|
)
|
|
|
(48,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Gain on disposal of KSDY
|
|
$
|
5,643,773
|
|
|
$
|
186,079
|
|
|
|
b.
|
Analysis
of assets and liabilities on the date control was lost
|
|
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
29,133
|
|
|
$
|
961
|
|
|
Inventories related to real estate business
|
|
|
1,427,874
|
|
|
|
47,078
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets disposed of
|
|
$
|
1,457,007
|
|
|
$
|
48,039
|
|
|
|
30.
|
EQUITY
TRANSACTION WITH NON-CONTROLLING INTERESTS
|
In
February 2016, USIE repurchased its own 4,501 thousand outstanding ordinary shares and, as a result, the Group’s shareholdings
of USIE increased from 96.7% to 98.8%. The transaction was accounted for as an equity transaction since the Group did not cease
to have control over USIE and therefore, capital surplus was decreased by NT$1,912,887 thousand.
In
February 2016, the Company disposed 39,603 thousand shares in USI to the Company’s subsidiary, UGTW, at NT$20 per share
with a total consideration of NT$792,064 thousand, as a result, the Group’s shareholdings of USI decreased from 99.0% to
76.5%. The transaction was accounted for as an equity transaction since the Group did not cease to have control over USI and therefore,
capital surplus was decreased by NT$20,552 thousand.
In
January 2017, USI completed its cash capital increase of NT$1,000,000 thousand (US$32,971 thousand) and the Group’s shareholdings
of USI increased from 75.2% to 75.7% since the Group did not proportional subscribe for additional new shares. The transaction
was accounted for as an equity transaction since the Group did not cease to have control over USI and therefore, capital surplus
was increased by NT$3,055 thousand (US$101 thousand).
|
|
31.
|
NON-CASH
TRANSACTIONS
|
Except
those disclosed in Note 11, for the nine months ended September 30, 2016 and 2017, the Group entered into the following non-cash
investing activities which were not reflected in the condensed consolidated statements of cash flows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Payments for property, plant and equipment
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
$
|
21,284,821
|
|
|
$
|
18,585,243
|
|
|
$
|
612,768
|
|
|
Increase (Decrease) in prepayments for property, plant and equipment (recorded under the line item of other non-current assets)
|
|
|
(29,653
|
)
|
|
|
158,982
|
|
|
|
5,242
|
|
|
Decrease (Increase) in payables for property, plant and equipment
|
|
|
(825,229
|
)
|
|
|
1,198,765
|
|
|
|
39,524
|
|
|
Capitalized borrowing costs
|
|
|
(38,828
|
)
|
|
|
(45,653
|
)
|
|
|
(1,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,391,111
|
|
|
$
|
19,897,337
|
|
|
$
|
656,028
|
|
(Continued)
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Proceeds from disposal of property, plant and equipment
|
|
|
|
|
|
|
|
Consideration from disposal of property, plant and equipment
|
|
$
|
439,798
|
|
|
$
|
1,453,801
|
|
|
$
|
47,933
|
|
|
Decrease (Increase) in other receivables
|
|
|
(310,537
|
)
|
|
|
16,991
|
|
|
|
560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
129,261
|
|
|
$
|
1,470,792
|
|
|
$
|
48,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for other intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of other intangible assets
|
|
$
|
687,528
|
|
|
$
|
196,227
|
|
|
$
|
6,470
|
|
|
Increase (decrease) in payables for patents (recorded under the line item of other payables)
|
|
|
(313,600
|
)
|
|
|
40,106
|
|
|
|
1,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
373,928
|
|
|
$
|
236,333
|
|
|
$
|
7,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash inflow from disposal of subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration from disposal of subsidiaries
|
|
$
|
-
|
|
|
$
|
7,100,780
|
|
|
$
|
234,117
|
|
|
Increase in other receivables
|
|
|
-
|
|
|
|
(3,548,444
|
)
|
|
|
(116,994
|
)
|
|
Increase in other payables
|
|
|
-
|
|
|
|
3,552
|
|
|
|
117
|
|
|
Cash and cash equivalent disposed of
|
|
|
-
|
|
|
|
(29,133
|
)
|
|
|
(961
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
3,526,755
|
|
|
$
|
116,279
|
|
(Concluded)
|
|
32.
|
OPERATING
LEASE ARRANGEMENTS
|
Except
those discussed in Note 18, the Company and its subsidiary, ASE Test, Inc., lease the land on which their buildings are located
under various operating lease agreements with the ROC government expiring through January 2037. The agreements grant these entities
the option to renew the leases and reserve the right for the lessor to adjust the lease payments upon an increase in the assessed
value of the land and to terminate the leases under certain conditions. In addition, the Group leases buildings, machinery and
equipment under operating leases.
The
subsidiaries’ offices located in China, U.S.A. and Japan, etc. are leased from third parties and the lease term will expire
through 2017 to 2023 with the option to renew the leases upon expiration.
The
Group recognized rental expense of NT$1,073,013 thousand and NT$910,084 thousand (US$30,006 thousand) for the nine months ended
September 30, 2016 and 2017, respectively, from the aforementioned operating lease arrangements and the land use rights disclosed
in Note 18.
As
of September 30, 2017, the future minimum lease payments of non-cancellable operating lease commitments were as follows:
|
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
Less than 1 year
|
|
$
|
269,353
|
|
|
$
|
8,881
|
|
|
1 to 5 years
|
|
|
471,824
|
|
|
|
15,556
|
|
|
More than 5 years
|
|
|
401,385
|
|
|
|
13,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,142,562
|
|
|
$
|
37,671
|
|
The
capital structure of the Group consists of debt and equity. The Group manages its capital to ensure that entities in the Group
will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and
equity balance. Key management personnel of the Group periodically reviews the cost of capital and the risks associated with each
class of capital. In order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders,
the number of new shares issued or repurchased, and the amount of new debt issued or existing debt redeemed.
The
Group is not subject to any externally imposed capital requirements except those discussed in Note 19.
|
|
34.
|
FINANCIAL
INSTRUMENTS
|
|
|
a.
|
Fair
value of financial instruments that are not measured at fair value
|
|
|
1)
|
Fair
value of financial instruments not measured at fair value but for which fair value is
disclosed
|
Except
bonds payable measured at amortized cost, the management considers that the carrying amounts of financial assets and financial
liabilities not measured at fair value approximate their fair values. The carrying amounts and fair value of bonds payable as
of December 31, 2016 and September 30, 2017, respectively, were as follows:
|
|
|
Carrying Amount
|
|
Fair Value
|
|
|
|
NT$
|
|
US$ (Note 4)
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
$
|
36,999,903
|
|
|
|
|
|
|
$
|
37,300,356
|
|
|
|
|
|
|
September 30, 2017
|
|
|
23,117,376
|
|
|
$
|
762,195
|
|
|
|
23,209,581
|
|
|
$
|
765,235
|
|
The
aforementioned fair value hierarchy of bonds payable was Level 3 in terms of IFRS 13 which was determined based on discounted
cash flows analysis with the applicable yield curve for the duration or the latest trading prices.
|
|
b.
|
Fair
value of financial instruments that are measured at fair value on a recurring basis
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at FVTPL
|
|
|
|
|
|
|
|
|
|
Financial assets designated as at FVTPL
|
|
|
|
|
|
|
|
|
|
Private-placement convertible bonds
|
|
$
|
-
|
|
|
$
|
100,583
|
|
|
$
|
-
|
|
|
$
|
100,583
|
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
-
|
|
|
|
462,339
|
|
|
|
-
|
|
|
|
462,339
|
|
|
Forward exchange contracts
|
|
|
-
|
|
|
|
66,872
|
|
|
|
-
|
|
|
|
66,872
|
|
(Continued)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial assets held for trading
|
|
|
|
|
|
|
|
|
|
Quoted shares
|
|
$
|
1,855,073
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,855,073
|
|
|
Open-end mutual funds
|
|
|
584,945
|
|
|
|
-
|
|
|
|
-
|
|
|
|
584,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,440,018
|
|
|
$
|
629,794
|
|
|
$
|
-
|
|
|
$
|
3,069,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unquoted shares
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
631,418
|
|
|
$
|
631,418
|
|
|
Limited Partnership
|
|
|
-
|
|
|
|
-
|
|
|
|
273,372
|
|
|
|
273,372
|
|
|
Open-end mutual funds
|
|
|
243,458
|
|
|
|
-
|
|
|
|
-
|
|
|
|
243,458
|
|
|
Quoted shares
|
|
|
146,786
|
|
|
|
-
|
|
|
|
-
|
|
|
|
146,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
390,244
|
|
|
$
|
-
|
|
|
$
|
904,790
|
|
|
$
|
1,295,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities at FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion option, redemption option and put option of convertible bonds
|
|
$
|
-
|
|
|
$
|
1,213,890
|
|
|
$
|
-
|
|
|
$
|
1,213,890
|
|
|
Swap contracts
|
|
|
-
|
|
|
|
422,934
|
|
|
|
-
|
|
|
|
422,934
|
|
|
Forward exchange contracts
|
|
|
-
|
|
|
|
108,912
|
|
|
|
-
|
|
|
|
108,912
|
|
|
Foreign currency option contracts
|
|
|
-
|
|
|
|
17,924
|
|
|
|
-
|
|
|
|
17,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
1,763,660
|
|
|
$
|
-
|
|
|
$
|
1,763,660
|
|
(Concluded)
|
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
|
|
|
NT$
|
|
US$
(Note
4)
|
|
NT$
|
|
US$
(Note
4)
|
|
NT$
|
|
US$
(Note
4)
|
|
NT$
|
|
US$
(Note
4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets at
FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
designated
as at
FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private-placement
convertible
bonds
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
100,570
|
|
|
$
|
3,316
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
100,570
|
|
|
$
|
3,316
|
|
Derivative
financial
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
299,677
|
|
|
|
9,881
|
|
|
|
-
|
|
|
|
-
|
|
|
|
299,677
|
|
|
|
9,881
|
|
Forward
exchange
contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
44,741
|
|
|
|
1,475
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44,741
|
|
|
|
1,475
|
|
Non-derivative
financial
assets
held for trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted shares
|
|
|
2,306,794
|
|
|
|
76,056
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,306,794
|
|
|
|
76,056
|
|
Open-end
mutual
funds
|
|
|
588,118
|
|
|
|
19,391
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
588,118
|
|
|
|
19,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,894,912
|
|
|
$
|
95,447
|
|
|
$
|
444,988
|
|
|
$
|
14,672
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,339,900
|
|
|
$
|
110,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
financial
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unquoted shares
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
643,957
|
|
|
$
|
21,232
|
|
|
$
|
643,957
|
|
|
$
|
21,232
|
|
|
Limited partnership
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
263,147
|
|
|
|
8,676
|
|
|
|
263,147
|
|
|
|
8,676
|
|
|
Quoted shares
|
|
|
261,924
|
|
|
|
8,636
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
261,924
|
|
|
|
8,636
|
|
|
Open-end
mutual funds
|
|
|
23,175
|
|
|
|
764
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
23,175
|
|
|
|
764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
285,099
|
|
|
$
|
9,400
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
907,104
|
|
|
$
|
29,908
|
|
|
$
|
1,192,203
|
|
|
$
|
39,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
at
FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
financial
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
747,465
|
|
|
|
24,644
|
|
|
|
-
|
|
|
|
-
|
|
|
|
747,465
|
|
|
|
24,644
|
|
Forward
exchange
contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
56,460
|
|
|
|
1,862
|
|
|
|
-
|
|
|
|
-
|
|
|
|
56,460
|
|
|
|
1,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
803,925
|
|
|
$
|
26,506
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
803,925
|
|
|
$
|
26,506
|
|
For
the financial assets and liabilities that were measured at fair value on a recurring basis there were no transfers between Level
1 and Level 2 of the fair value hierarchy for the nine months ended September 30, 2016 and 2017.
|
|
2)
|
Reconciliation
of Level 3 fair value measurements of financial assets
|
The
financial assets measured at Level 3 fair value hierarchy were equity investments with no quoted prices and classified as available-for-sale
financial assets - non-current. Reconciliations for the nine months ended September 30, 2016 and 2017 were as follows:
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
$
|
741,089
|
|
|
$
|
904,790
|
|
|
$
|
29,832
|
|
|
Purchases
|
|
|
297,678
|
|
|
|
2,649
|
|
|
|
87
|
|
|
Total gains or losses recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In profit or loss
|
|
|
(10,734
|
)
|
|
|
28
|
|
|
|
1
|
|
|
In other comprehensive income
|
|
|
(29,525
|
)
|
|
|
(335
|
)
|
|
|
(11
|
)
|
|
Disposals
|
|
|
(28,927
|
)
|
|
|
(28
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30
|
|
$
|
969,581
|
|
|
$
|
907,104
|
|
|
$
|
29,908
|
|
|
|
3)
|
Valuation
techniques and assumptions applied for the purpose of measuring fair value
|
|
|
a)
|
Valuation
techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
|
|
Financial Instruments
|
|
Valuation Techniques
and Inputs
|
|
|
|
|
|
Derivatives - swap
contracts, forward exchange contracts, foreign currency option contracts and interest rate swap contracts
|
|
Discounted cash flows
- Future cash flows are estimated based on observable forward exchange rates or interest rates at balance sheet dates and
contract forward exchange rates or interest rates, discounted at rates that reflected the credit risk of various counterparties.
|
|
|
|
|
|
Derivatives - conversion
option, redemption option and put option of convertible bonds
|
|
Option pricing model
- Incorporation of present value techniques and reflect both the time value and the intrinsic value of options
|
|
|
|
|
|
Private-placement
convertible bonds
|
|
Discounted cash flows
- Future cash flows are estimated based on observable forward interest rates and stock prices at balance sheet dates and contract
interest rates and conversion prices, discounted at rates that reflected the credit risk of various counterparties.
|
|
|
b)
|
Valuation
techniques and inputs applied for the purpose of measuring Level 3 fair value measurement
|
The
fair value of the Group’s investments in unquoted shares on Level 3 fair value measurement were measured using market approach
based on investees’ recent financing activities, technical development, valuation of investees comparable companies, market
conditions and other economic indicators.
The
fair values of investments in limited partnership are measured by estimating future cash inflows from disposal (net of transaction
cost). The Group recognized an impairment loss of NT$0 thousand and NT$50,206 thousand (US$1,655 thousand) under the line item
of other gains (losses) in the condensed consolidated statements of comprehensive income for the nine months ended September 30,
2016 and 2017, respectively.
|
|
c.
|
Categories
of financial instruments
|
|
|
|
December 31, 2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FVTPL
|
|
|
|
|
|
|
|
Designated as at FVTPL
|
|
$
|
100,583
|
|
|
$
|
100,570
|
|
|
$
|
3,316
|
|
|
Held for trading
|
|
|
2,969,229
|
|
|
|
3,239,330
|
|
|
|
106,803
|
|
|
Available-for-sale financial assets
|
|
|
1,295,034
|
|
|
|
1,192,203
|
|
|
|
39,308
|
|
|
Loans and receivables (Note 1)
|
|
|
92,082,628
|
|
|
|
97,243,458
|
|
|
|
3,206,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for trading
|
|
|
1,763,660
|
|
|
|
803,925
|
|
|
|
26,506
|
|
|
Measured at amortized cost (Note 2)
|
|
|
168,397,006
|
|
|
|
142,587,867
|
|
|
|
4,701,216
|
|
|
|
Note 1:
|
The balances included loans
and receivables measured at amortized cost which comprise cash and cash equivalents, trade and other receivables and other financial
assets.
|
|
|
Note 2:
|
The balances included financial
liabilities measured at amortized cost which comprise short-term borrowings, trade and other payables, bonds payable and long-term
borrowings.
|
|
|
d.
|
Financial
risk management objectives and policies
|
The
derivative instruments used by the Group are to mitigate risks arising from ordinary business operations. All derivative transactions
entered into by the Group are designated as either hedging or trading. Derivative transactions entered into for hedging purposes
must hedge risk against fluctuations in foreign exchange rates and interest rates arising from operating activities. The currencies
and the amount of derivative instruments held by the Group must match its hedged assets and liabilities denominated in foreign
currencies.
The
Group's risk management department monitors risks to mitigate risk exposures, reports unsettled position, transaction balances
and related gains or losses to the Group’s chief financial officer on monthly basis.
The
Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest
rates. Gains or losses arising from fluctuations in foreign currency exchange rates of a variety of derivative financial instruments
were approximately offset by those of hedged items. Interest rate risk was not significant due to the cost of capital was expected
to be fixed.
There
had been no change to the Group's exposure to market risks or the manner in which these risks were managed and measured.
|
|
a)
|
Foreign
currency exchange rate risk
|
The
Group had sales and purchases as well as financing activities denominated in foreign currency which exposed the Group to foreign
currency exchange rate risk. The Group entered into a variety of derivative financial instruments to hedge foreign currency exchange
rate risk to minimize the fluctuations of assets and liabilities denominated in foreign currencies.
The
carrying amounts of the Group's foreign currency denominated monetary assets and liabilities (including those eliminated upon
consolidation) as well as derivative instruments which exposed the Group to foreign currency exchange rate risk at each balance
sheet date are presented in Note 38.
The
Group was principally subject to the impact to exchange rate fluctuation in US$ and JPY against NT$ or CNY. 1% is the sensitivity
rate used when reporting foreign currency exchange rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in foreign currency exchange rates. The sensitivity analysis included financial assets
and liabilities and inter-company receivables and payables within the Group. The changes in profit before income tax due to a
1% change in U.S. dollars and Japanese yen both against NT$ and CNY would be NT$218,000 thousand and NT$112,000 thousand (US$3,693
thousand) for the nine months ended September 30, 2016 and 2017, respectively. Hedging contracts and hedged items have been taken
into account while measuring the changes in profit before income tax. The aforementioned sensitivity analysis mainly focused on
the foreign currency monetary items at each balance sheet date. As the period-end exposure did not reflect the exposure for the
nine months ended September 30, 2016 and 2017, the aforementioned sensitivity analysis was unrepresentative of those periods.
Except
a portion of long-term borrowings and bonds payable at fixed interest rates, the Group was exposed to interest rate risk because
group entities borrowed funds at floating interest rates. Changes in market interest rates will lead to variances in effective
interest rates of borrowings from which the future cash flow fluctuations arise. The Group entered into a variety of derivative
financial instruments to hedge interest rate risk to minimize the fluctuations of assets and liabilities denominated in interest
rate.
The
carrying amounts of the Group's financial assets and financial liabilities with exposure to interest rates at each balance sheet
date were as follows:
|
|
|
December 31, 2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
Fair value interest rate risk
|
|
|
|
|
|
|
|
Financial liabilities
|
|
$
|
30,243,887
|
|
|
$
|
19,064,600
|
|
|
$
|
628,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow interest rate risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
29,977,709
|
|
|
|
26,250,636
|
|
|
|
865,501
|
|
|
Financial liabilities
|
|
|
65,800,323
|
|
|
|
52,462,269
|
|
|
|
1,729,715
|
|
For
assets and liabilities with floating interest rates, a 100 basis point increase or decrease was used when reporting interest rate
risk internally to key management personnel. If interest rates had been 100 basis points (1%) higher or lower and all other variables
held constant, the Group’s profit before income tax for the nine months ended September 30, 2016 and 2017 would have decreased
or increased approximately by NT$320,000 thousand and NT$197,000 thousand (US$6,495 thousand), respectively. Hedging contracts
and hedged items have been taken into account while measuring the changes in profit before income tax. The aforementioned sensitivity
analysis mainly focused on the interest rate items at the each balance
sheet
date. As the period-end exposure did not reflect the exposure for the nine months ended September 30, 2016 and 2017, the aforementioned
sensitivity analysis was unrepresentative of those periods.
The
Group was exposed to equity or debt price risk through its investments in financial assets at FVTPL, including private-placement
convertible bonds, quoted shares, and open-end mutual funds, as well as available-for-sale financial assets. If equity or debt
prices were 1% higher or lower, profit before income tax for the nine months ended September 30, 2016 and 2017 would have increased
or decreased approximately by NT$7,200 thousand and NT$30,000 thousand (US$989 thousand), respectively, and other comprehensive
income before income tax for the nine months ended September 30, 2016 and 2017 would have increased or decreased approximately
by NT$12,000 thousand (US$396 thousand).
In
addition, the Group was also exposed to the Company’s ordinary share price risk through Bonds Options recognized as financial
liabilities held for trading. 7% is the sensitivity rate used when reporting price risk internally to key management personnel.
If the Company’s ordinary share price increased or decreased by 7%, profit before income tax for the nine months ended September
30, 2016 would have decreased approximately by NT$644,000 thousand, or increased approximately by NT$528,000 thousand, respectively.
Credit
risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group’s credit risk arises from cash and cash equivalents, receivables and other financial assets. The Group’s
maximum exposure to credit risk was the carrying amounts of financial assets in the consolidated balance sheets.
The
Group dealt with counterparties creditworthy and has a credit policy and trade receivable management procedures to ensure recovery
and evaluation of trade receivables. Except for those discussed in Note 9, the Group’s counterparties consisted of a large
number of customers and banks and there was no significant concentration of credit risk exposure.
The
Group manages liquidity risk by maintaining adequate working capital and banking facilities to fulfill the demand for cash flow
used in the Group’s operation and capital expenditure. The Group also monitors its compliance with all the loan covenants.
Liquidity risk is not considered to be significant.
In
the table below, financial liabilities with a repayment on demand clause were included in the earliest time band regardless of
the probability of counter-parties choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities
were based on the agreed repayment dates.
To
the extent that interest flows are floating rate, the undiscounted amounts were derived from the interest rates at each balance
sheet date.
|
|
|
On Demand or Less than
1 Month
|
|
1 to 3 Months
|
|
3 Months to
1 Year
|
|
1 to 5 Years
|
|
More than
5 Years
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
23,907,221
|
|
|
$
|
20,553,395
|
|
|
$
|
4,360,322
|
|
|
$
|
42,285
|
|
|
$
|
190,941
|
|
|
Floating interest rate liabilities
|
|
|
9,733,727
|
|
|
|
5,232,407
|
|
|
|
6,634,931
|
|
|
|
44,504,416
|
|
|
|
1,728,448
|
|
|
Fixed interest rate liabilities
|
|
|
5,360,644
|
|
|
|
1,019,221
|
|
|
|
10,549,983
|
|
|
|
28,553,095
|
|
|
|
2,062,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39,001,592
|
|
|
$
|
26,805,023
|
|
|
$
|
21,545,236
|
|
|
$
|
73,099,796
|
|
|
$
|
3,981,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
32,269,355
|
|
|
$
|
16,114,887
|
|
|
$
|
4,270,517
|
|
|
$
|
27,782
|
|
|
$
|
179,485
|
|
|
Floating interest rate liabilities
|
|
|
8,943,728
|
|
|
|
4,493,645
|
|
|
|
8,809,353
|
|
|
|
30,518,169
|
|
|
|
1,446,822
|
|
|
Fixed interest rate liabilities
|
|
|
3,138,643
|
|
|
|
1,953,601
|
|
|
|
6,444,055
|
|
|
|
13,415,160
|
|
|
|
6,462,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
44,351,726
|
|
|
$
|
22,562,133
|
|
|
$
|
19,523,925
|
|
|
$
|
43,961,111
|
|
|
$
|
8,088,703
|
|
|
|
|
On Demand or Less than
1 Month
|
|
1 to 3 Months
|
|
3 Months to
1 Year
|
|
1 to 5 Years
|
|
More
than
5 Years
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
1,063,942
|
|
|
$
|
531,318
|
|
|
$
|
140,802
|
|
|
$
|
916
|
|
|
$
|
5,918
|
|
|
Floating interest rate liabilities
|
|
|
294,881
|
|
|
|
148,158
|
|
|
|
290,450
|
|
|
|
1,006,204
|
|
|
|
47,703
|
|
|
Fixed interest rate liabilities
|
|
|
103,483
|
|
|
|
64,412
|
|
|
|
212,465
|
|
|
|
442,307
|
|
|
|
213,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,462,306
|
|
|
$
|
743,888
|
|
|
$
|
643,717
|
|
|
$
|
1,449,427
|
|
|
$
|
266,690
|
|
The
amounts included above for floating interest rate instruments for non-derivative financial liabilities was subject to change if
changes in floating interest rates were to differ from those estimates of interest rates determined at each balance sheet date.
The
following table detailed the Group's liquidity analysis for its derivative financial instruments. The table was based on the undiscounted
contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross cash
inflows and outflows on those derivatives that require gross settlement. When the amounts payable or receivable are not fixed,
the amounts disclosed was determined by reference to the projected interest rates as illustrated by the yield curves at each balance
sheet date.
|
|
|
On Demand or Less than
1 Month
|
|
1 to 3 Months
|
|
3 Months to
1 Year
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
$
|
22,680
|
|
|
$
|
13,320
|
|
|
$
|
-
|
|
|
Foreign currency option contracts
|
|
$
|
(344
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
$
|
5,134,196
|
|
|
$
|
912,213
|
|
|
$
|
-
|
|
|
Outflows
|
|
|
(5,245,724
|
)
|
|
|
(915,900
|
)
|
|
|
-
|
|
|
|
|
|
(111,528
|
)
|
|
|
(3,687
|
)
|
|
|
-
|
|
(Continued)
|
|
|
On Demand or Less than
1 Month
|
|
1 to 3 Months
|
|
3 Months to
1 Year
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
|
|
|
|
|
Inflows
|
|
$
|
5,345,159
|
|
|
$
|
17,399,695
|
|
|
$
|
43,537,500
|
|
|
Outflows
|
|
|
(5,439,190
|
)
|
|
|
(17,540,927
|
)
|
|
|
(42,882,201
|
)
|
|
|
|
|
(94,031
|
)
|
|
|
(141,232
|
)
|
|
|
655,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(205,559
|
)
|
|
$
|
(144,919
|
)
|
|
$
|
655,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
$
|
(60
|
)
|
|
$
|
35,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
$
|
3,757,497
|
|
|
$
|
1,572,050
|
|
|
$
|
-
|
|
|
Outflows
|
|
|
(3,779,092
|
)
|
|
|
(1,579,412
|
)
|
|
|
-
|
|
|
|
|
|
(21,595
|
)
|
|
|
(7,362
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
|
16,718,797
|
|
|
|
14,804,391
|
|
|
|
37,287,450
|
|
|
Outflows
|
|
|
(16,776,093
|
)
|
|
|
(15,205,080
|
)
|
|
|
(36,802,430
|
)
|
|
|
|
|
(57,296
|
)
|
|
|
(400,689
|
)
|
|
|
485,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(78,891
|
)
|
|
$
|
(408,051
|
)
|
|
$
|
485,020
|
|
(Concluded)
|
|
|
On Demand or Less than
1 Month
|
|
1 to 3 Months
|
|
3 Months to
1 Year
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net settled
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
$
|
(2
|
)
|
|
$
|
1,154
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
$
|
123,887
|
|
|
$
|
51,831
|
|
|
$
|
-
|
|
|
Outflows
|
|
|
(124,599
|
)
|
|
|
(52,074
|
)
|
|
|
-
|
|
|
|
|
|
(712
|
)
|
|
|
(243
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
|
|
|
551,230
|
|
|
|
488,110
|
|
|
|
1,229,392
|
|
|
Outflows
|
|
|
(553,119
|
)
|
|
|
(501,321
|
)
|
|
|
(1,213,400
|
)
|
|
|
|
|
(1,889
|
)
|
|
|
(13,211
|
)
|
|
|
15,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(2,601
|
)
|
|
$
|
(13,454
|
)
|
|
$
|
15,992
|
|
|
|
e.
|
Reconciliation
of liabilities arising from financing activities
|
The
table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are those for which cash flows were, of future cash flows will be, classified
in the Group’s condensed consolidated statement of cash flows as cash flows from financing activities.
For
the nine months ended September 30, 2017
|
|
|
Short-term borrowings
|
|
Bonds payable
|
|
Long-term borrowings
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2017
|
|
$
|
20,955,522
|
|
|
$
|
36,999,903
|
|
|
$
|
53,115,563
|
|
|
$
|
111,070,988
|
|
|
Financing cash flows
|
|
|
(631,277
|
)
|
|
|
(1,123,972
|
)
|
|
|
(12,982,216
|
)
|
|
|
(14,737,465
|
)
|
|
Non-cash changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of issuance cost
|
|
|
-
|
|
|
|
294,059
|
|
|
|
4,196
|
|
|
|
298,255
|
|
|
Converted to ordinary shares in current period
|
|
|
-
|
|
|
|
(11,650,369
|
)
|
|
|
-
|
|
|
|
(11,650,369
|
)
|
|
Effects of exchange rate changes
|
|
|
(685,855
|
)
|
|
|
(1,402,245
|
)
|
|
|
(772,507
|
)
|
|
|
(2,860,607
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
19,638,390
|
|
|
$
|
23,117,376
|
|
|
$
|
39,365,036
|
|
|
$
|
82,120,802
|
|
|
|
|
Short-term borrowings
|
|
Bonds payable
|
|
Long-term borrowings
|
|
Total
|
|
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1,2017
|
|
$
|
690,917
|
|
|
$
|
1,219,911
|
|
|
$
|
1,751,255
|
|
|
$
|
3,662,083
|
|
|
Financing cash flows
|
|
|
(20,814
|
)
|
|
|
(37,058
|
)
|
|
|
(428,032
|
)
|
|
|
(485,904
|
)
|
|
Non-cash changes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of issuance cost
|
|
|
-
|
|
|
|
9,695
|
|
|
|
138
|
|
|
|
9,833
|
|
|
Converted to ordinary shares in current period
|
|
|
-
|
|
|
|
(384,120
|
)
|
|
|
-
|
|
|
|
(384,120
|
)
|
|
Effects of exchange rate changes
|
|
|
(22,612
|
)
|
|
|
(46,233
|
)
|
|
|
(25,470
|
)
|
|
|
(94,315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2017
|
|
$
|
647,491
|
|
|
$
|
762,195
|
|
|
$
|
1,297,891
|
|
|
$
|
2,707,577
|
|
|
|
35.
|
RELATED
PARTY TRANSACTIONS
|
Balances
and transactions within the Group had been eliminated upon consolidation. Details of transactions between the Group and other
related parties were disclosed as follows:
Except
those disclosed in Note 13 and NXP B.V. accounted for as a related party of the Group’s subsidiary, ASEN, over which NXP
B.V. has significant influence, the related parties were as follows:
|
Related Parties
|
|
Relationship with
the Corporation
|
|
|
|
|
|
ASE Cultural and
Educational Foundation (“ASE Foundation”)
|
|
Substantial related
party
|
|
Fu Hwa Construction
Co., Ltd.
|
|
Associate
|
|
|
b.
|
The
Company contributed each NT$100,000 thousand (US$3,297 thousand) to ASE Foundation in
January 2016 and 2017, respectively, for environmental charity in promoting the related
domestic environmental protection and public service activities (Note 37).
|
|
|
c.
|
In
the third quarter of 2016, the Company acquired patents and specific technology from
DECA at NT$403,543 thousand, which was primarily based on independent professional appraisal
reports. As of September 30 2017, NT$113,681 thousand (US$3,748 thousand) has not been
paid and was accrued under the line item of other payables.
|
|
|
d.
|
The
Company contracted with Fu Hwa Construction Co., Ltd. to construct a female employee
dormitory on current leased land. Total consideration was primarily based on independent
professional appraisal reports and NT$646,500 thousand was paid as of September 30, 2016.
The female employee dormitory has been completely constructed as of December 31, 2016
and the total consideration was fully paid in March 2017.
|
|
|
e.
|
In
February 2016, USIE repurchased 1,801 thousand shares of USIE’s outstanding ordinary
shares from the Group’s key management personnel with approximately NT$1,130,650
thousand.
|
|
|
f.
|
Compensation
to key management personnel
|
|
|
|
For the Nine Months Ended September 30
|
|
|
|
2016
|
|
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Short-term employee benefits
|
|
$
|
610,714
|
|
|
$
|
600,528
|
|
|
$
|
19,800
|
|
|
Post-employment benefits
|
|
|
2,836
|
|
|
|
2,803
|
|
|
|
92
|
|
|
Share-based payments
|
|
|
47,520
|
|
|
|
9,753
|
|
|
|
322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
661,070
|
|
|
$
|
613,084
|
|
|
$
|
20,214
|
|
The
compensation to the Company’s key management personnel is determined according to personal performance and market trends.
|
|
36.
|
ASSETS
PLEDGED AS COLLATERAL OR FOR SECURITY
|
The
following assets were provided as collateral for bank borrowings and the tariff guarantees of imported raw materials:
|
|
|
December 31, 2016
|
|
September 30,
2017
|
|
|
|
NT$
|
|
NT$
|
|
US$ (Note 4)
|
|
|
|
|
|
|
|
|
|
Inventories related to real estate business
|
|
$
|
16,813,023
|
|
|
$
|
4,825,338
|
|
|
$
|
159,094
|
|
|
Investment properties
|
|
|
-
|
|
|
|
7,068,509
|
|
|
|
233,053
|
|
|
Land use rights (Long-term prepayments for lease)
|
|
|
-
|
|
|
|
5,747,793
|
|
|
|
189,509
|
|
|
Other financial assets (including current and non-current)
|
|
|
220,228
|
|
|
|
70,304
|
|
|
|
2,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,033,251
|
|
|
$
|
17,711,944
|
|
|
$
|
583,974
|
|
|
|
37.
|
SIGNIFICANT
CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
|
In
addition to those disclosed in other notes, significant commitments and contingencies of the Group as of each balance sheet date
were as follows:
|
|
a.
|
As
of December 31, 2016 and September 30, 2017, unused letters of credit of the Group were
approximately NT$97,000 thousand and NT$36,000 thousand (US$1,187 thousand), respectively.
|
|
|
b.
|
As
of December 31, 2016 and September 30, 2017, outstanding commitments to purchase property,
plant and equipment of the Group were approximately NT$6,630,957 thousand and NT$3,924,041
thousand (US$129,378 thousand), respectively, of which NT$668,509 thousand and NT$384,777
thousand (US$12,686 thousand) had been prepaid, respectively. As of December 31, 2016
and
|
September
30, 2017, the commitment that the Group has contracted for the construction related to our real estate business were approximately
NT$1,574,822 thousand and NT$1,744,599 thousand (US$57,521 thousand), respectively.
|
|
c.
|
In
consideration of corporate social responsibility for environmental protection, the Company’s
board of directors, in December 2013, approved contributions to be made in the next 30
years, at a total amount of NT$3,000,000 thousand, at the minimum, to environmental protection
efforts in Taiwan.
|
|
|
38.
|
SIGNIFICANT
ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
|
The
following information was aggregated by the foreign currencies other than functional currencies of the group entities and the
exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities
denominated in foreign currencies were as follows:
|
|
|
Foreign Currencies
(In Thousand)
|
|
Exchange Rate
|
|
Carrying Amount
(In Thousand)
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary financial assets
|
|
|
|
|
|
|
|
US$
|
|
$
|
3,106,557
|
|
|
US$1=NT$32.25
|
|
$
|
100,186,466
|
|
|
US$
|
|
|
1,020,769
|
|
|
US$1=CNY6.9370
|
|
|
32,919,814
|
|
|
JPY
|
|
|
4,976,309
|
|
|
JPY1=NT$0.2756
|
|
|
1,371,471
|
|
|
JPY
|
|
|
9,277,760
|
|
|
JPY1=US$0.0085
|
|
|
2,556,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
US$
|
|
|
3,013,288
|
|
|
US$1=NT$32.25
|
|
|
97,178,536
|
|
|
US$
|
|
|
891,487
|
|
|
US$1=CNY6.9370
|
|
|
28,750,462
|
|
|
JPY
|
|
|
5,881,716
|
|
|
JPY1=NT$0.2756
|
|
|
1,621,001
|
|
|
JPY
|
|
|
9,543,756
|
|
|
JPY1=US$0.0085
|
|
|
2,630,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary financial assets
|
|
|
|
|
|
|
|
|
|
|
|
US$
|
|
|
3,267,105
|
|
|
US$1=NT$30.315
|
|
|
99,042,297
|
|
|
US$
|
|
|
936,859
|
|
|
US$1=CNY6.6369
|
|
|
28,400,886
|
|
|
JPY
|
|
|
4,531,368
|
|
|
JPY1=NT$0.2697
|
|
|
1,222,110
|
|
|
JPY
|
|
|
8,673,633
|
|
|
JPY1=US$0.0089
|
|
|
2,339,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monetary financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
US$
|
|
|
2,933,131
|
|
|
US$1=NT$30,315
|
|
|
88,917,880
|
|
|
US$
|
|
|
898,508
|
|
|
US$1=CNY6.6369
|
|
|
27,238,274
|
|
|
JPY
|
|
|
4,608,452
|
|
|
JPY1=NT$0.2697
|
|
|
1,242,900
|
|
|
JPY
|
|
|
8,918,097
|
|
|
JPY1=US$0.0089
|
|
|
2,405,211
|
|
The
significant realized and unrealized foreign exchange gain (loss) were as follows:
|
|
|
For the Nine Months Ended
September 30, 2016
|
|
For the Nine Months Ended
September 30, 2017
|
|
Foreign Currencies
|
|
Exchange Rate
|
|
Net Foreign Exchange Gain (Loss)
|
|
Exchange Rate
|
|
Net Foreign Exchange Gain (Loss)
|
|
|
|
|
|
NT$
|
|
|
|
NT$
|
|
US$(Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US$
|
|
US$1=NT$31.36
|
|
$
|
(335,549
|
)
|
|
US$1=NT$30.315
|
|
$
|
(200,581
|
)
|
|
$
|
(6,613
|
)
|
|
NT$
|
|
|
|
|
2,553,110
|
|
|
|
|
|
3,209,973
|
|
|
|
105,835
|
|
|
CNY
|
|
CNY1=NT$4.6962
|
|
|
56,388
|
|
|
CNY1=NT$4.5676
|
|
|
(255,670
|
)
|
|
|
(8,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,273,949
|
|
|
|
|
$
|
2,753,722
|
|
|
$
|
90,792
|
|
|
|
a.
|
On
December 20, 2013, the Kaohsiung Environmental Protection Bureau (“KEPB”)
imposed a fine of NT$102,014 thousand (“the Administrative Fine”) upon the
Company for the violation of the Water Pollution Control Act. The Company filed an administrative
appeal to nullify the Administrative Fine, which, however, was dismissed by the Kaohsiung
City Government. The Company then filed a lawsuit with the Kaohsiung High Administrative
Court seeking to revoke the dismissal decision made by the Kaohsiung City Government
(the “Administrative Appeal Decision”) and the Administrative Fine, and to
demand a refund of the fine paid by the Company. The judgment of the Kaohsiung High Administrative
Court was rendered on March 22, 2016, ruling to revoke the Administrative Appeal Decision
and the Administrative Fine, and to dismiss the other complaint filed by the Company
(i.e., to demand a refund of the fine paid by the Company). The Company appealed against
the unfavorable ruling on April 14, 2016. On June 8, 2017, the Supreme Administrative
Court handed down a final and unappealable judgment which is in favor of the Company
and ordered KEPB to return to the Company the fine already paid by the Company.
|
|
|
b.
|
For
the future development and sustainable development of semiconductor industry , the Company’s
board of directors approved in June 2016 to enter into and execute a joint share exchange
agreement with SPIL to establish ASE Industrial Holding Co., Ltd. (”HoldCo”)
and HoldCo will acquire all issued and outstanding shares of both ASE and SPIL in the
way of share exchange. The share exchange will be conducted at an exchange ratio of 1
ordinary share of the Company for 0.5 ordinary share of HoldCo, and at NT$55 in cash
per SPIL's ordinary share, which has been adjusted to NT$51.2 after SPIL’s appropriation
of earnings in 2016. The estimated cash consideration paid per SPIL’s ordinary
share shall not be subject to adjustment if the aggregate amount of the cash dividends
distributed by SPIL in 2017 is less than 85% of SPIL’s net profit for the year
ended December 31, 2016.
|
According
to the share exchange agreement, the completion of share exchange transaction is subject to the satisfaction or waiver of all
conditions precedent. Unless the Company and SPIL entering into another agreement, this share exchange agreement shall be terminated
automatically if the aforementioned conditions precedent are not satisfied or to be waived on or before December 31, 2017. On November 24, 2017, the Ministry of Commerce of the People’s Republic of China announced that it has conditionally
approved the proposed transaction. On December 14, 2017, the Company and SPIL entered into an addendum to the aforementioned
joint share exchange agreement to amend the definition of Long Stop Date as of October 31, 2018 or a later date. As of the
date the condensed consolidated financial statements were authorized for issue by the management, the unsatisfied conditions
include the unconditional approvals of the Company and SPIL's shareholders’ meeting and, therefore, the share exchange
transaction has not been completed.
Due
to the aforementioned share exchange agreement, treasury shares of the Company and the convertible bonds embedded with conversion
option recognized as equity issued by the Company were affected as follows:
|
|
1)
|
For
the outstanding balance of the Bonds, except where the Bonds have been redeemed or repurchased
and cancelled or converted by the holders by exercising their conversion rights before
|
the
share exchange record date, the holders of the Bonds may, after the Company obtains approval from all relevant competent authorities
and after the share exchange record date, convert such outstanding balance into newly issued HoldCo common shares. The conversion
shall be subject to applicable laws, the indenture of the Bonds and the share exchange ratio. As of September 30, 2017, the outstanding
balance of the Bonds has been fully converted or redeemed.
|
|
2)
|
Treasury
shares purchased before the share exchange record date for the conversion of the Currency
Linked Bonds will be exchanged to HoldCo's ordinary shares, which will still be hold
by the Company, based on the agreed share exchange ratio. The conversion price of the
Currency Linked Bonds shall also be adjusted in accordance with the agreed share exchange
ratio in the joint share exchange agreement.
|
|
|
3)
|
For
the employee share options issued by the Company upon the approval from relevant competent
authorities before the execution of the joint share exchange agreement, HoldCo will assume
the Company’s obligations under the employee share options as of the share exchange
record date. Except that the exercise price and amount shall be adjusted in accordance
with the agreed share exchange ratio and that the shares subject to exercise shall be
converted into HoldCo’s newly issued ordinary shares, all other terms and conditions
for issuance will remain the same. The final execution arrangements shall be made by
HoldCo in compliance with relevant laws and regulations and subject to the approval of
relevant competent authorities.
|
|
|
40.
|
OPERATING SEGMENTS INFORMATION
|
The
Group has the following reportable segments: Packaging, Testing, EMS and Estate. The Group packages bare semiconductors into finished
semiconductors with enhanced electrical and thermal characteristics; provides testing services, including front-end engineering
testing, wafer probing and final testing services; engages in the designing, assembling, manufacturing and sale of electronic
components and telecommunications equipment motherboards, real estate business in development, sale and leasing. Information about
other business activities and operating segments that are not reportable are combined and disclosed in “Others.” The
Group engages in other activities such as substrate production and real estate business.
The
accounting policies for segments are the same as those described in Note 4. The measurement basis for resources allocation and
performance evaluation is based on profit before income tax.
Segment
information for the nine months ended September 30, 2016 and 2017 was as follows:
|
|
|
Packaging
|
|
Testing
|
|
EMS
|
|
Estate
|
|
Others
|
|
Adjustment
and Elimination
|
|
Total
|
|
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
NT$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September
30, 2016
(Retrospectively Adjusted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
91,662,376
|
|
|
$
|
19,728,887
|
|
|
$
|
80,768,466
|
|
|
$
|
3,136,724
|
|
|
$
|
2,459,021
|
|
|
$
|
-
|
|
|
$
|
197,755,474
|
|
|
Inter-segment
revenues (Note)
|
|
$
|
3,225,876
|
|
|
$
|
183,035
|
|
|
$
|
35,123,433
|
|
|
$
|
-
|
|
|
$
|
7,057,756
|
|
|
$
|
(45,590,100
|
)
|
|
$
|
-
|
|
|
Segment
profit before income tax
|
|
$
|
8,542,845
|
|
|
$
|
5,058,493
|
|
|
$
|
2,868,374
|
|
|
$
|
1,462,139
|
|
|
$
|
469,464
|
|
|
$
|
-
|
|
|
$
|
18,401,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
200,691,105
|
|
|
$
|
42,705,683
|
|
|
$
|
76,091,008
|
|
|
$
|
28,592,422
|
|
|
$
|
12,593,348
|
|
|
$
|
-
|
|
|
$
|
360,673,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
93,180,402
|
|
|
$
|
19,603,493
|
|
|
$
|
90,663,084
|
|
|
$
|
235,691
|
|
|
$
|
2,772,484
|
|
|
$
|
-
|
|
|
$
|
206,455,154
|
|
|
Inter-segment
revenues (Note)
|
|
$
|
3,669,072
|
|
|
$
|
131,404
|
|
|
$
|
33,468,135
|
|
|
$
|
-
|
|
|
$
|
6,259,786
|
|
|
$
|
(43,528,397
|
)
|
|
$
|
-
|
|
|
Segment
profit before income tax
|
|
$
|
7,705,017
|
|
|
$
|
5,142,974
|
|
|
$
|
4,583,065
|
|
|
$
|
5,416,632
|
|
|
$
|
339,876
|
|
|
$
|
-
|
|
|
$
|
23,187,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
196,731,818
|
|
|
$
|
40,814,194
|
|
|
$
|
78,606,614
|
|
|
$
|
32,959,815
|
|
|
$
|
10,983,216
|
|
|
$
|
-
|
|
|
$
|
360,095,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Packaging
|
|
|
|
Testing
|
|
|
|
EMS
|
|
|
|
Estate
|
|
|
|
Others
|
|
|
|
Adjustment
and Elimination
|
|
|
|
Total
|
|
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
US$
(Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
3,072,219
|
|
|
$
|
646,340
|
|
|
$
|
2,989,221
|
|
|
$
|
7,771
|
|
|
$
|
91,411
|
|
|
$
|
-
|
|
|
$
|
6,806,962
|
|
|
Inter-segment
revenues (Note)
|
|
$
|
120,972
|
|
|
$
|
4,332
|
|
|
$
|
1,103,466
|
|
|
$
|
-
|
|
|
$
|
206,389
|
|
|
$
|
(1,435,159
|
)
|
|
$
|
-
|
|
|
Segment
profit before income tax
|
|
$
|
254,039
|
|
|
$
|
169,567
|
|
|
$
|
151,107
|
|
|
$
|
178,590
|
|
|
$
|
11,206
|
|
|
$
|
-
|
|
|
$
|
764,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
$
|
6,486,377
|
|
|
$
|
1,345,671
|
|
|
$
|
2,591,712
|
|
|
$
|
1,086,706
|
|
|
$
|
362,124
|
|
|
$
|
-
|
|
|
$
|
11,872,590
|
|
|
|
Note:
|
Inter-segment
revenues were eliminated upon consolidation.
|
EXHIBIT 99.2
Discussion of Interim Financial Results
as of and for
the Nine-Month Period Ended September
30, 2017
The following sets forth management’s
discussion and analysis of our interim financial results as of and for the nine-month period ended September 30, 2017. The interim
financial information as of and for the nine-month period ended September 30, 2017 and the comparative financial information as
of December 31, 2016 and for the nine-month period ended September 30, 2016 set forth below are derived from our unaudited condensed
consolidated interim financial statements included as Exhibit 99.1 to this report on Form 6-K. Those unaudited condensed consolidated
interim financial statements have been prepared in accordance with International Accounting Standard No. 34, “Interim Financial
Reporting”, as issued by the International Accounting Standard Board. Those financial statements do not include all of the
information required for a complete set of annual consolidated financial statements prepared in accordance with International Financial
Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS and Interpretations
of IAS issued by International Accounting Standards Board.
Results of Operations
Operating Revenues
Our operating revenues for the nine-month
period ended September 30, 2017 were NT$206,455.1 million (US$6,806.9 million), which represented a 4.4% increase from NT$197,755.5
million for the same period in 2016. For the nine-month period ended September 30, 2017, net revenue generated from our electronic
manufacturing services business, packaging business and testing business represented approximately 43.9%, 45.1% and 9.5% of our
total net revenue, respectively.
Packaging revenues increased 1.7% to
NT$93,180.4 million (US$3,072.2 million) for the nine-month period ended September 30, 2017 from NT$91,662.4 million for the
same period ended September 30, 2016. The increase in our packaging revenues was primarily due to the increase in sales of
our bumping and wafer-level packaging products. Testing revenues decreased 0.6% to NT$19,603.5 million (US$646.3 million) for
the nine-month period ended September 30, 2017 from NT$19,728.9 million for the same period ended September 30, 2016.
Revenues from our electronic manufacturing services business increased 12.3% to NT$90,663.1 million (US$2,989.2 million) for
the nine-month period ended September 30, 2017 from NT$80,768.5 million for the same period in 2016. This increase was
primarily due to an increase in outsourced orders for consumer products and communications products.
Gross Profit
Our gross profit was NT$37,938.5 million
(US$1,250.8 million) for the nine-month period ended September 30, 2017 compared to NT$37,812.7 million (retrospectively adjusted)
for the same period in 2016. We had a gross margin of 18.4% for the nine-month period ended September 30, 2017, compared to a gross
margin of 19.1% for the same period in 2016. This decrease in gross margin was primarily due to a raise in our electronic manufacturing
services business, which had a lower gross margin.
Operating costs increased 5.4% to NT$168,516.6
million (US$5,556.1 million) for the nine-month period ended September 30, 2017 from NT$159,942.8 million (retrospectively adjusted)
for the same period in 2016. Raw material costs increased 10.7% to NT$98,158.9 million (US$3,236.4 million) for the nine-month
period ended September 30, 2017 from NT$88,633.1 million for the same period in 2016. As a percentage of operating revenues, raw
material costs increased to 47.5% from 44.8%, primarily as a result of an increase in orders in our electronic manufacturing services
business, which had relatively higher raw material costs compared to our other businesses. Labor costs increased 2.2% to NT$26,837.9
million (US$884.9 million) for the nine-month period ended September 30, 2017 from NT$26,264.5 million for the same period in 2016.
As a percentage of operating revenues, labor costs decreased to 13.0% from 13.3%, which was due to the growth of our operating
revenues. Depreciation, amortization and rental expenses decreased 2.0% to NT$20,683.1 million (US$681.9 million) for the nine-month
period ended September 30, 2017 from NT$21,106.9 million (retrospectively adjusted) for the same period in 2016. As a percentage
of operating revenues, depreciation, amortization and rental expenses decreased to 10.0% from 10.7%, which was due to a raise in
our operating revenues.
Profit from Operations
We had profit from operations of NT$17,786.2
million (US$586.4 million) for the nine-month period ended September 30, 2017, which represented a decrease from NT$17,825.8 million
(retrospectively adjusted), for the same period in 2016. Our operating margin was 8.6% for the nine-month period ended September
30, 2017 compared to 9.0% for the same period in 2016. The decrease of operating margin was primarily due to a decrease in gross
margin.
Operating expenses increased 5.9% to NT$20,426.6
million (US$673.4 million) for the nine-month period ended September 30, 2017 from NT$19,282.6 million (retrospectively adjusted)
for the same period in 2016. This increase was primarily due to an increase in general and administrative expenses and research
and development expenses.
Selling expenses decreased 6.7% to NT$2,434.6
million (US$80.2 million) for the nine-month period ended September 30, 2017 from NT$2,610.4 million (retrospectively adjusted)
for the same period in 2016, primarily due to a decrease in amortization expenses in connection with intangible assets fully amortized.
Selling expenses as a percentage of our operating revenues decreased to 1.2% for the nine-month period ended September 30, 2017
from 1.3% for the same period in 2016.
General and administrative expenses increased
11.0% to NT$9,290.9 million (US$306.3 million) for the nine-month period ended September 30, 2017 from NT$8,371.7 million for the
same period in 2016, primarily due to an increase in salary expenses and an increase in professional fee. General and administrative
expenses as a percentage of our operating revenues increased to 4.5% for the nine-month period ended September 30, 2017 from 4.2%
for the same period in 2016.
Research and development expenses increased
4.8% to NT$8,701.1 million (US$286.9 million) for the nine-month period ended September 30, 2017 from NT$8,300.5 million for the
same period in 2016, primarily due to an increase in salary expenses. Research and development expenses as a percentage of our
operating revenues remained at 4.2% for the nine-month periods ended September 30, 2017 and 2016.
We had a net other operating income of
NT$274.3 million (US$9.0 million) for the nine-month period ended September 30, 2017 compared to a net other operating expense
of NT$704.3 million for the same period in 2016.
Net Non-Operating Incomes and Expenses
Net non-operating income and expenses increased
to a net income of NT$5,401.3 million (US$178.1 million) for the nine-month period ended September 30, 2017 from a net income of
NT$575.5 million (retrospectively adjusted) for the same
period in 2016. This was primarily due to a gain of NT$5,643.8 million (US$186.1 million) from the disposal of subsidiary.
Income Tax Expense
We recognized an income tax expense of
NT$4,638.0 million (US$152.9 million) for the nine-month period ended September 30, 2017 compared to an income tax expense of NT$3,230
million for the same period in 2016. The increase was primarily due to an increase in the profit before income tax and Income tax
on unappropriated earnings.
Net Profit
As a result of the foregoing, we incurred
a net profit of NT$18,549.5 million (US$611.6 million) for the nine-month period ended September 30, 2017, which represented an
increase from NT$15,171.3 million (retrospectively adjusted) for the same period in 2016. Our diluted earnings per ADS decreased
to NT$9.88 (US$0.33) for the nine-month period ended September 30, 2017 compared to diluted earnings per ADS of NT$7.88 for the
same period in 2016.
Liquidity and Capital Resources
We have historically been able to satisfy
our working capital needs from our cash flow from operations. We have historically funded our capacity expansion from internally
generated cash and, to the extent necessary, the issuance of equity securities and borrowings. If adequate funds are not available
on satisfactory terms, we may be forced to curtail our expansion plans. Moreover, our ability to meet our working capital needs
from cash flow from operations will be affected by the demand for our packaging, testing services and electronic manufacturing
services, which in turn may be affected by several factors. Many of these factors are outside of our control, such as economic
downturns and declines in the prices of our services or products caused by a downturn in the industry. To the extent we do not
generate sufficient cash flow from our operations to meet our cash requirements, we will have to rely on external financing. We
believe that our existing cash, marketable securities, expected cash flow from operations and existing credit lines under our loan
facilities will be sufficient to meet our capital expenditures, working capital, cash obligations under our existing debt and lease
arrangements, and other requirements for at least the next 12 months.
Our cash and cash equivalents as of September
30, 2017 were NT$38,975.1 million (US$1,285.0 million), which represented a 1.5% increase compared to NT$38,392.5 million as of
December 31, 2016. Our total borrowings as of September 30, 2017 were NT$82,120.8 million (US$2,707.6 million). Excluding short-term
borrowings of NT$19,638.4 million (US$647.5 million), current portion of bonds payable of NT$6,136.9 million (US$202.3 million)
and current portion of long-term borrowings of NT$6,840.0 million (US$225.5 million), our long-term borrowing as of September 30,
2017 were NT$49,505.5 million (US$1,632.2 million), which consisted of bonds payable of NT$16,980.5 million (US$559.8 million)
and long-term borrowings of NT$32,525.0 million (US$1,072.4 million).
Cash Flows
Net cash generated from operating activities
was NT$33,269.0 million (US$1,096.9 million) for the nine-month period ended September 30, 2017 compared to net cash generated
from operating activities NT$36,712.1 million for the same period in 2016. This decrease in cash inflow was primarily due to a
decrease in dividend received of NT$2,120.5 million ( US$69.9 million), an increase in cash outflow of NT$7,050.9 million (US$232.5
million) from an increase of inventories but offset by a decrease in cash outflow of NT$6,331.8 million (US$208.8 million) from
trade receivables.
Net cash used in investing activities was
NT$14,480.2 million (US$477.4 million) for the nine-month period ended September 30, 2017 compared to NT$37,137.2 million for the
same period in 2016. This decrease in cash outflow was primarily
due to a decrease of NT$15,816.5 million in the acquisition of associates and joint ventures.
Net cash used in financing activities was
NT$14,748.1 million (US$486.3 million) for the nine-month period ended September 30, 2017 compared to NT$11,839.8 million for the
same period in 2016. This change in cash flow was primarily due to a decrease in cash inflow of NT$19,742.6 million (US$650.9 million)
from the net proceeds from and repayment of long-term borrowings, an increase in cash inflow of NT$10,290.0 million (US$339.3 million)
from the proceeds from issuance of ordinary shares and a decrease in cash outflow of NT$2,815.8 million (US$92.8 million) from
non-controlling interests.