| Significant Related Party Transactions |
| 7. |
SIGNIFICANT RELATED PARTY TRANSACTIONS |
| |
a. |
Significant intercompany transactions between consolidated entities were as follows: | For the year ended December 31, 2023
|
|
|
|
|
|
|
|
|
|
|
Entity |
|
Counterparty |
|
Transactions (Note A) |
| |
Account |
|
Amount |
|
|
Terms
(Note B) |
|
| |
|
|
|
|
|
NT$ |
|
|
|
| |
|
|
|
|
|
(In Thousands) |
|
|
|
UMC |
|
UMC-USA |
|
Sales |
|
$ |
61,923,652 |
|
|
Net 60 days |
UMC |
|
UMC-USA |
|
Accounts receivable |
|
|
5,827,800 |
|
|
— |
UMC |
|
USCXM |
|
Sales |
|
|
1,127,275 (Note C |
) |
|
Net 30 days |
UMC |
|
USCXM |
|
Accounts receivable |
|
|
11,688 |
|
|
— |
UMC |
|
UDS |
|
Sales |
|
|
364,948 |
|
|
Net 30 days |
UMC |
|
UDS |
|
Accounts receivable |
|
|
10,800 |
|
|
— |
USJC |
|
UMC-USA |
|
Sales |
|
|
3,487,292 |
|
|
Net 60 days |
USJC |
|
UMC-USA |
|
Accounts receivable |
|
|
342,835 |
|
|
— |
USCXM |
|
UMC-USA |
|
Sales |
|
|
1,208,630 |
|
|
Net 60 days |
USCXM |
|
UMC-USA |
|
Accounts receivable |
|
|
17,816 |
|
|
— |
USCXM |
|
UMC |
|
Sales |
|
|
134,303 |
|
|
Net 30 days
- Net 45
days |
USCXM |
|
UDS |
|
Sales |
|
|
286,087 |
|
|
Month-end
30 days |
USCXM |
|
UDS |
|
Accounts receivable |
|
|
362 |
|
|
— |
WAVETEK |
|
UMC-USA |
|
Sales |
|
|
505,806 |
|
|
Net 60 days |
WAVETEK |
|
UMC-USA |
|
Accounts receivable |
|
|
53,916 |
|
|
— |
HEJIAN |
|
UMC-USA |
|
Sales |
|
|
384,067 |
|
|
Net 60 days |
HEJIAN |
|
UMC-USA |
|
Accounts receivable |
|
|
43,863 |
|
|
— |
HEJIAN |
|
UDS |
|
Sales |
|
|
159,523 |
|
|
Month-end
30 days |
HEJIAN |
|
UDS |
|
Accounts receivable |
|
|
2,696 |
|
|
— | For the year ended December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
Entity |
|
Counterparty |
|
Transactions (Note A) |
| |
Account |
|
Amount |
|
|
Terms
(Note B) |
|
| |
|
|
|
|
|
NT$ |
|
|
|
| |
|
|
|
|
|
(In Thousands) |
|
|
|
UMC |
|
UMC-USA |
|
Sales |
|
$ |
58,145,772 |
|
|
Net 60 days |
UMC |
|
UMC-USA |
|
Accounts receivable |
|
|
6,970,670 |
|
|
— |
UMC |
|
USCXM |
|
Sales |
|
|
1,210,478 (Note C |
) |
|
Net 30 days |
UMC |
|
USCXM |
|
Accounts receivable |
|
|
12,623 |
|
|
— |
UMC |
|
UDS |
|
Sales |
|
|
337,007 (Note D |
) |
|
Net 30 days |
USJC |
|
UMC-USA |
|
Sales |
|
|
4,755,322 |
|
|
Net 60 days |
USJC |
|
UMC-USA |
|
Accounts receivable |
|
|
713,962 |
|
|
— |
USCXM |
|
UMC-USA |
|
Sales |
|
|
639,413 |
|
|
Net 60 days |
USCXM |
|
UMC-USA |
|
Accounts receivable |
|
|
137,666 |
|
|
— |
USCXM |
|
UDS |
|
Sales |
|
|
287,522 (Note D |
) |
|
Month-end
30 days |
WAVETEK |
|
UMC-USA |
|
Sales |
|
|
397,260 |
|
|
Net 60 days |
WAVETEK |
|
UMC-USA |
|
Accounts receivable |
|
|
39,086 |
|
|
— |
HEJIAN |
|
UMC-USA |
|
Sales |
|
|
240,749 |
|
|
Net 60 days |
HEJIAN |
|
UMC-USA |
|
Accounts receivable |
|
|
31,132 |
|
|
— | For the year ended December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
Entity |
|
Counterparty |
|
Transactions (Note A) |
| |
Account |
|
Amount |
|
|
Terms
(Note B) |
|
| |
|
|
|
|
|
NT$ |
|
|
|
| |
|
|
|
|
|
(In Thousands) |
|
|
|
UMC |
|
UMC-USA |
|
Sales |
|
$ |
52,901,807 |
|
|
Net 60 days |
UMC |
|
UMC-USA |
|
Accounts receivable |
|
|
5,567,464 |
|
|
— |
UMC |
|
USCXM |
|
Sales |
|
|
1,157,346 (Note C |
) |
|
Net 30 days |
UMC |
|
USCXM |
|
Accounts receivable |
|
|
5,016 |
|
|
— |
USJC |
|
UMC-USA |
|
Sales |
|
|
5,263,816 |
|
|
Net 60 days |
USJC |
|
UMC-USA |
|
Accounts receivable |
|
|
959,612 |
|
|
— |
USCXM |
|
UMC-USA |
|
Sales |
|
|
423,720 |
|
|
Net 60 days |
USCXM |
|
UMC-USA |
|
Accounts receivable |
|
|
68,434 |
|
|
— |
WAVETEK |
|
UMC-USA |
|
Sales |
|
|
375,894 |
|
|
Net 60 days |
WAVETEK |
|
UMC-USA |
|
Accounts receivable |
|
|
79,412 |
|
|
— |
| |
Note A: |
The significant intercompany transactions listed above include downstream and upstream transactions. |
| |
Note B: |
The sales price to the above related parties was determined through mutual agreement in reference to market conditions. |
| |
Note C: |
UMC authorized technology licenses to its subsidiary, USCXM, in the amount of US$0.35 billion, which was recognized as deferred revenue to be realized over time. |
| |
Note D: |
In August 2024, HEJIAN has disposed of its 100% of ownership interest in the subsidiary, UDS. |
| |
b. |
Significant transactions between the Company and other related parties were as follows: |
| |
(i) |
Name and Relationship of Related Parties |
|
|
|
|
|
|
|
Name of related parties |
|
Relationship with the Company |
|
|
FARADAY TECHNOLOGY CORP. and its Subsidiaries |
|
Associate |
|
|
UNIMICRON TECHNOLOGY CORP. and its Subsidiaries |
|
Associate |
|
|
SILICON INTEGRATED SYSTEMS CORP. and its Subsidiaries |
|
Associate (Note A) |
|
|
YANN YUAN INVESTMENT CO., LTD. |
|
Associate |
|
|
PURIUMFIL INC. |
|
Associate (Note B) |
|
|
TRANSLINK CAPITAL PARTNERS I, L.P. |
|
Associate |
|
|
PHOTRONICS DNP MASK CORPORATION |
|
Other related party |
|
|
XIAMEN JINYUAN INDUSTRIAL DEVELOPMENT CO., LTD. |
|
Directors and supervisors of subsidiary (Note C) |
|
|
FUJIAN ELECTRONICS & INFORMATION INDUSTRY ENTREPRENEURSHIP INVESTMENT LIMITED PARTNERSHIP |
|
Directors of subsidiary (Note C) | Note A: Prior to August 2023, SIS held one board seat on UMC’s Board of Directors. Therefore, SIS was classified as other related party. Beginning from August 2023, the Company determines that it has significant influence over SIS and accounts for its investment in SIS as an associate. Please refer to Note 6(7) for the relevant information. Note B: In August 2025, the Board of Directors of the Company’s subsidiary, TERA ENERGY, resolved to merge with PURIUMFIL INC., with TERA ENERGY as the surviving company. The effective date of merger is October 3, 2025. Note C: Beginning from July 2023, the company is no longer serving as the directors and supervisors of subsidiary, and therefore is no longer considered a related party to the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the years ended December 31, |
|
| |
|
2023 |
|
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
|
(In Thousands) |
|
Associates |
|
$ |
3,018,171 |
|
|
$ |
3,611,015 |
|
|
$ |
4,386,941 |
|
Other related party |
|
|
4,463 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,022,634 |
|
|
$ |
3,611,015 |
|
|
$ |
4,386,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
As of December 31, |
|
| |
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
| Associates |
|
|
|
|
|
|
|
|
| FARADAY TECHNOLOGY CORP. and its Subsidiaries |
|
|
|
|
|
|
|
|
| FARADAY TECHNOLOGY CORP. |
|
$ |
456,332 |
|
|
$ |
336,736 |
|
| ARTERY TECHNOLOGY CORPORATION, LTD. |
|
|
148,508 |
|
|
|
76,840 |
|
| Others |
|
|
493 |
|
|
|
15,943 |
|
| Other associates |
|
|
14,680 |
|
|
|
72,630 |
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
620,013 |
|
|
$ |
502,149 |
|
|
|
|
|
|
|
|
|
| The sales price to the above related parties was determined through mutual agreement in reference to market conditions. The collection periods for domestic sales to related parties were month-end - 60 days, while the collection periods for overseas sales were month-end 30 - 60 days or net 30 - 60 days.
| |
(iv) |
Significant asset transactions | Acquisition of subsidiaries’ ownership For the year ended December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Trading Capital Amount |
|
|
Transaction underlying |
|
|
Purchase price |
|
| |
|
RMB¥ |
|
|
|
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
|
|
|
(In Thousands) |
|
| XIAMEN JINYUAN INDUSTRIAL DEVELOPMENT CO., LTD. |
|
|
3,741,862 |
|
|
|
Ownership of
USCXM |
|
|
$ |
17,945,970 |
|
| FUJIAN ELECTRONICS & INFORMATION INDUSTRY ENTREPRENEURSHIP INVESTMENT LIMITED PARTNERSHIP |
|
|
674,762 |
|
|
|
Ownership of
USCXM |
|
|
|
3,263,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
4,416,624 |
|
|
|
|
|
|
$ |
21,209,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the years ended December 31, 2024 and 2025: None. Acquisition of investments accounted for under the equity method For the year ended December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
| |
|
Trading Volume
(In thousands of shares) |
|
|
Transaction underlying |
|
Purchase price |
|
| |
|
|
|
|
|
|
NT$ |
|
| |
|
|
|
|
|
|
(In Thousands) |
|
| Associates |
|
|
4,945 |
|
|
Stock of
UNIMICRON |
|
$ |
608,224 |
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading Volume
(In thousands of shares) |
|
|
Transaction underlying |
|
Purchase price |
|
|
|
|
|
|
|
|
NT$ |
|
|
|
|
|
|
|
|
(In Thousands) |
|
| Associates |
|
|
1,723 |
|
|
Stock of
FARADAY |
|
$ |
533,973 |
|
|
|
|
|
|
|
|
|
|
|
| For the year ended December 31, 2025: None. Please refer to Note 6(7) for the relevant information. Acquisition of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Purchase price |
|
| |
|
For the years ended December 31, |
|
| |
|
2023 |
|
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
|
(In Thousands) |
|
| FARADAY TECHNOLOGY CORP. |
|
$ |
323,551 |
|
|
$ |
310,460 |
|
|
$ |
306,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Disposal of subsidiary ownership For the years ended December 31, 2023 and 2025: None. For the year ended December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Transaction
underlying |
|
|
Trading Capital
Amount |
|
|
Disposal price |
|
|
Gain on
disposal |
|
| |
|
|
|
|
RMB¥ (In Thousands) |
|
|
NT$ (In Thousands) |
|
|
NT$ (In Thousands) |
|
Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary of SIS - SIS SEMICONDUCTOR (SHANDONG) CO., LTD. |
|
|
Ownership
of UDS |
|
|
|
30,000 |
|
|
$ |
341,387 |
|
|
$ |
352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| On April 2, 2024, the Board of Directors of HEJIAN approved to dispose of its 100% of ownership interest in the subsidiary, UDS. The disposal was completed in August 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the years ended December 31, |
|
| |
|
2023 |
|
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
|
(In Thousands) |
|
Other related party |
|
$ |
2,375,225 |
|
|
$ |
2,285,797 |
|
|
$ |
2,377,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other payables of mask expenditure
|
|
|
|
|
|
|
|
|
| |
|
As of December 31, |
|
| |
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
Other related party |
|
$ |
621,737 |
|
|
$ |
780,692 |
|
|
|
|
|
|
|
|
|
| Cash dividends from Investee companies
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the years ended December 31, |
|
| |
|
2023 |
|
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
|
(In Thousands) |
|
Investments accounted for under the equity method |
|
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
$ |
1,870,372 |
|
|
$ |
1,070,614 |
|
|
$ |
592,309 |
|
Financial Assets at Fair Value through Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary of UNIMICRON - Unimicron Holding Limited |
|
|
— |
|
|
|
— |
|
|
|
1,231,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,870,372 |
|
|
$ |
1,070,614 |
|
|
$ |
1,823,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of December 31, 2024 and December 31, 2025, cash dividends of nil and NT$619 million, respectively, had not yet been received and were accounted for as other receivables.
| |
c. |
Key management personnel compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the years ended December 31, |
|
| |
|
2023 |
|
|
2024 |
|
|
2025 |
|
| |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
| |
|
(In Thousands) |
|
|
(In Thousands) |
|
|
(In Thousands) |
|
Short-term employee benefits |
|
$ |
1,462,964 |
|
|
$ |
1,223,667 |
|
|
$ |
920,442 |
|
Post-employment benefits |
|
|
2,732 |
|
|
|
2,603 |
|
|
|
2,358 |
|
Share-based payment |
|
|
500,391 |
|
|
|
298,500 |
|
|
|
175,072 |
|
Others |
|
|
618 |
|
|
|
417 |
|
|
|
351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,966,705 |
|
|
$ |
1,525,187 |
|
|
$ |
1,098,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|