Gintech Energy Corporation and Subsidiaries

Transcription

1 Gintech Energy Corporation and Subsidiaries Consolidated Financial Statements for the Nine Months Ended and and Independent Auditors Review Report

2 INDEPENDENT AUDITORS REVIEW REPORT The Board of Directors and Shareholders Gintech Energy Corporation We have reviewed the accompanying consolidated balance sheets of Gintech Energy Corporation (the Corporation ) and its subsidiaries (collectively referred to as the Group ) as of and, the consolidated statements of comprehensive income for the three months ended and and the nine months ended and, and the consolidated statements of changes in equity and cash flows for the nine months ended September 30, and. These consolidated financial statements are the responsibility of the Corporation s management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews. Except as stated in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 36 Review of Financial Statements issued by the Auditing Standards Committee of the Accounting Research and Development Foundation of the Republic of China. A review consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. The carrying amount of NT$619,190 thousand and NT$626,166 thousand of the Group s investments accounted for using equity method as of and, respectively, and the related investment income (loss) of NT$16,765 thousand, NT$(72,929) thousand, NT$(59,815) thousand and NT$4,124 thousand recognized for the three months ended September 30, and and the nine months ended and, respectively; the related other comprehensive loss of NT$58 thousand, NT$7,647 thousand, NT$11,576 thousand and NT$14,462 thousand recognized for the three months ended and and the nine months ended and, respectively, were determined on the basis of the unreviewed financial statements of the investees

3 Based on our reviews, except for the effects of such adjustments, if any, as might have been required had we been able to obtain the reviewed financial statements of the investees as of and for the nine months ended and, as explained in the preceding paragraph, we are not aware of any material modifications that should be made to the consolidated financial statements of Gintech Energy Corporation and its subsidiaries referred to above for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standards No. 34 Interim Financial Reporting endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Deloitte & Touche Taipei, Taiwan Republic of China November 10, Notice to Readers The accompanying consolidated financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors review report and consolidated financial statements shall prevail

4 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) (Reviewed) (Audited) (Reviewed) ASSETS Amount % Amount % Amount % CURRENT ASSETS Cash and cash equivalents (Note 6) $ 4,941, $ 4,071, $ 4,630, Available-for-sale financial assets (Note 7) 146, , ,851 1 Accounts receivable, net (Note 8) 1,723, ,184, ,418,998 8 Other receivables (Note 8) 360, , ,611 - Other receivables from related parties (Notes 8 and 31) 29,043-30,271-29,038 - Current income tax assets 684-1,590-1,423 - Inventories (Note 9) 734, ,023, ,203,100 7 Prepayments (Note 33) 713, , ,257 4 Other current assets (Notes 10 and 32) 373, , ,050 1 Total current assets 9,024, ,276, ,344, NON-CURRENT ASSETS Financial assets measured at cost (Note 11) 31,800-31,800-31,800 - Investments accounted for using equity method (Note 13) 619, , ,166 4 Property, plant and equipment (Notes 14, 27 and 32) 6,685, ,788, ,962, Intangible assets (Note 15) 11,802-10,270-6,542 - Deferred income tax assets (Note 4) 657, , ,377 4 Other non-current assets (Notes 16 and 28) 90, , ,152,934 6 Total non-current assets 8,096, ,277, ,436, TOTAL $ 17,121, $ 17,554, $ 17,781, LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 17 and 30) $ 60,559 - $ 689,117 4 $ 1,042,161 6 Accounts payable 1,538, ,800, ,217,949 7 Accounts payable to related parties (Note 31) 70,272-70, ,821 - Other payables (Note 19) 641, , ,581 4 Other payables to related parties (Note 31) 1, Current income tax liabilities - - 3, Receipts in advance 119, ,479-52,282 - Long-term debts - current portion (Notes 17, 30 and 32) 756, , ,850 2 Other current liabilities 12,057-10,852-10,942 - Total current liabilities 3,199, ,756, ,331, NON-CURRENT LIABILITIES Long-term debts, net of current portion (Notes 17, 30 and 32) 2,711, ,683, ,048, Provisions (Note 20) 1,825-1,825-1,825 - Deferred income tax liabilities (Note 4) 12,401-12, Guarantee deposits received 1,597-10,914-10,838 - Total non-current liabilities 2,727, ,708, ,061, Total liabilities 5,927, ,465, ,393, EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 22 and 26) Ordinary shares 5,216, ,496, ,496, Capital surplus 7,109, ,951, ,951, Accumulated deficits (1,116,671) (7) (2,353,546) (14) (2,046,055) (11) Other equity (15,399) - (5,600) - (14,281) - Total equity 11,193, ,088, ,388, TOTAL $ 17,121, $ 17,554, $ 17,781, The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated November 10, ) - 3 -

5 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) (Reviewed, Not Audited) For the Three Months Ended Amount % Amount % Amount % Amount % OPERATING REVENUE Sales (Note 31) $ 3,803, $ 2,177, $ 10,452, $ 11,806, Sales returns (2,834) - (8,655) - (52,884) (1) (128,609) (1) Sales allowance (270) - (1,999) - (1,381) - (3,663) - Total operating revenue 3,800, ,167, ,398, ,674, OPERATING COSTS (Notes 9, 23, 26 and 31) 3,642, ,441, ,945, ,982, GROSS PROFIT (LOSS) 158,570 4 (2,274,185 ) (105 ) (547,360 ) (5 ) (1,307,742 ) (11 ) OPERATING EXPENSES (Notes 23, 26 and 31) Selling 84, , , ,498 1 General and administrative 64, , , ,320 2 Research and development 26, , , ,763 1 Total operating expenses 175, , , ,581 4 OTHER OPERATING INCOME AND EXPENSES (Note 23) (2) - (153,641) (7) (105) - (166,635) (2) LOSS FROM OPERATIONS (16,746 ) - (2,537,226 ) (117 ) (1,014,939 ) (10 ) (1,913,958 ) (17 ) NON-OPERATING INCOME AND EXPENSES Other income (Notes 23 and 31) 10,084-13, ,792-32,794 - Other gains and losses (Note 23) 21, ,096-23,832-14,553 - Financial costs (Notes 18 and 23) (30,099) (1) (22,114) (1) (87,184) (1) (67,873) - Share of profit (loss) of associates and a joint venture (Note 13) 16,765 - (72,929) (3) (59,815) - 4,124 - Total non-operating income and expenses 18,518 - (75,798) (3) (102,375) (1) (16,402) - NET PROFIT (LOSS) BEFORE INCOME TAX 1,772 - (2,613,024) (120) (1,117,314) (11) (1,930,360) (17) INCOME TAX EXPENSE (BENEFIT) (Notes 4 and 24) (2) - (51,309) (2) (643) - 16,198 - NET PROFIT (LOSS) (Note 23) 1,774 - (2,561,715 ) (118 ) (1,116,671 ) (11 ) (1,946,558 ) (17 ) OTHER COMPREHENSIVE INCOME (LOSS) Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations (Note 22) 19,899 - (48,079) (2) 14,333 - (31,763) - Unrealized gain (loss) on available-for-sale financial assets (Note 22) (8,858) - (3,162) - 6,044-30,090 - Share of the other comprehensive loss of associates and a joint venture (Notes 13 and 22) (58) - (7,647) (1) (11,576) - (14,462) - Total other comprehensive income (loss) 10,983 - (58,888) (3) 8,801 - (16,135) - TOTAL COMPREHENSIVE INCOME (LOSS) $ 12,757 - $ (2,620,603) (121) $ (1,107,870) (11) $ (1,962,693) (17) (Continued) - 4 -

6 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share) (Reviewed, Not Audited) For the Three Months Ended Amount % Amount % Amount % Amount % NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation $ 1,774 - $ (2,561,715) (118) $ (1,116,671) (11) $ (1,946,558) (17) Non-controlling interests $ 1,774 - $ (2,561,715 ) (118 ) $ (1,116,671 ) (11 ) $ (1,946,558 ) (17 ) TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation $ 12,757 - $ (2,620,603) (121) $ (1,107,870) (11) $ (1,962,693) (17) Non-controlling interests $ 12,757 - $ (2,620,603 ) (121 ) $ (1,107,870 ) (11 ) $ (1,962,693 ) (17 ) EARNINGS (LOSS) PER SHARE (NEW TAIWAN DOLLARS; Note 25) Basic $ - $ (5.71) $ (2.20) $ (4.34) The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated November 10, ) (Concluded) - 5 -

7 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) Ordinary Shares (Note 22) Capital Surplus (Note 22) Accumulated Deficits (Note 22) Other Equity (Note 22) Exchange Unrealized Differences on Gain (Loss) on Translating Available-for- Foreign sale Financial Operations Assets Other Total Equity BALANCE AT JANUARY 1, $ 4,495,168 $ 8,947,563 $ (99,497) $ 15,465 $ (12,789) $ (4,524) $ 13,341,386 Net loss for the nine months ended - - (1,946,558) (1,946,558) Other comprehensive income (loss) for the nine months ended (39,855) 23,720 - (16,135) Total comprehensive income (loss) for the nine months ended - - (1,946,558) (39,855) 23,720 - (1,962,693) Exercise of employee share options (Note 26) 1,085 2, ,241 Conversion of bonds into ordinary shares 1,072 1, ,614 Share-based payments (Note 26) ,702 3,702 Retirement of restricted employee shares (Note 26) (573) BALANCE AT SEPTEMBER 30, $ 4,496,752 $ 8,951,834 $ (2,046,055) $ (24,390) $ 10,931 $ (822) $ 11,388,250 BALANCE AT JANUARY 1, $ 4,496,677 $ 8,951,405 $ (2,353,546) $ (25,534) $ 19,934 $ - $ 11,088,936 Accumulated deficits offset by capital surplus - (2,353,546) 2,353, Net loss for the nine months ended - - (1,116,671) (1,116,671) Other comprehensive income for the nine months ended ,905 4,896-8,801 Total comprehensive income (loss) for the nine months ended - - (1,116,671) 3,905 4,896 - (1,107,870) Issuance of ordinary shares for cash 700, , ,206,829 Share-based payments (Note 26) 20,000 4, (18,600) 6,029 Retirement of restricted employee shares (Note 26) (171) BALANCE AT SEPTEMBER 30, $ 5,216,506 $ 7,109,488 $ (1,116,671) $ (21,629) $ 24,830 $ (18,600) $ 11,193,924 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated November 10, ) - 6 -

8 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss before income tax $ (1,117,314) $ (1,930,360) Adjustments for: Depreciation 1,274,216 1,256,342 Amortization 3,053 3,715 Net loss on fair value change of financial assets and liabilities at fair value through profit or loss Interest expense 72,921 58,248 Interest income (4,287) (10,368) Dividend income (9,016) (7,261) Compensation costs of share-based payments 6,029 3,702 Share of loss (profit) of associates and a joint venture 59,815 (4,124) Net loss on disposal of property, plant and equipment 2 139,269 Net loss on disposal of available-for-sale financial assets 3,316 - Unrealized net loss (gain) on foreign currency exchange (8,160) 81,120 Gain on buy-back of convertible bonds - (13) Cost of material purchase agreement - 1,199,589 Changes in operating assets and liabilities Accounts receivable 467, ,948 Other receivables (271,212) (53,416) Other receivables from related parties 1,228 1,704 Inventories 288, ,293 Prepayments 26, ,597 Other current assets (25,364) 280,482 Accounts payable (255,995) (1,185,945) Accounts payable to related parties (208) (44,597) Other payables 78,096 (142,287) Other payables to related parties ,926 Receipts in advance 79,871 41,644 Other current liabilities 1, Cash generated from operations 671,425 1,471,726 Interest received 5,195 10,185 Interest paid (72,232) (55,967) Income tax paid (3,013) (1,984) Net cash generated from operating activities 601,375 1,423,960 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of available-for-sale financial assets 6,184 - Acquisition of investments accounted for using equity method (89,474) - Acquisition of property, plant and equipment (288,796) (312,848) Disposal of property, plant and equipment - 11,018 (Continued) - 7 -

9 GINTECH ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) Decrease (increase) in refundable deposits $ (3,638) $ 63,926 Acquisition of intangible assets (3,319) (3,419) Increase in other financial assets (304,984) - Increase in prepayments for equipment (25,299) (564,189) Dividends received 9,016 7,261 Net cash used in investing activities (700,310) (798,251) CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings (628,998) 462,107 Buy-back of convertible bonds - (200) Proceeds from long-term debts 1,730,895 2,753,662 Repayments of long-term debts (1,315,950) (3,686,792) Decrease in guarantee deposits received (9,317) (1,101) Insurance of ordinary shares for cash 1,206,829 - Exercise of employee share options - 3,241 Net cash generated from (used in) financing activities 983,459 (469,083) EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES (14,090) (139,012) NET INCREASE IN CASH AND CASH EQUIVALENTS 870,434 17,614 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,071,204 4,612,593 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,941,638 $ 4,630,207 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated November 10, ) (Concluded) - 8 -

10 GINTECH ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, AND (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited) 1. GENERAL INFORMATION Gintech Energy Corporation (the Corporation ) was incorporated on August 10, The Corporation was in the development stage from August 10, 2005 to July 31, On August 1, 2006, the Corporation started operations, and mainly researches, develops, manufactures and sells solar cells and related materials. The Corporation s shares have been listed on the Taiwan Stock Exchange (TSE) since November 2, The Corporation and its subsidiaries are collectively referred to as the Group. The consolidated financial statements are presented in the Corporation s functional currency, the New Taiwan dollars. 2. APPROVAL OF FINANCIAL STATEMENTS The consolidated financial statements were reported to the Corporation s board of directors on November 10,. 3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the IFRSs ) endorsed and issued into effect by the Financial Supervisory Commission (FSC) Except for the following, the application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group s accounting policies: Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of the IFRSs in the Republic of China (the ROC ), the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill. The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has transaction. If the transaction or balance with a specific related party is 10% or more of the Group s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party

11 When the amendments were applied retrospectively from January 1,, the disclosures of related party transactions were enhanced. Refer to Note 31 for related disclosures. b. The application of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC starting from 2018 New, Amended or Revised Standards and Interpretations (The New IFRSs ) Effective Date Announced by International Accounting Standards Board (IASB) (Note 1) Annual Improvements to IFRSs Cycle Note 2 Amendment to IFRS 2 Classification and Measurement of January 1, 2018 Share-based Payment Transactions Amendment to IFRS 4 Applying IFRS 9 Financial Instruments with January 1, 2018 IFRS 4 Insurance Contracts IFRS 9 Financial Instruments January 1, 2018 Amendments to IFRS 9 and IFRS 7 Mandatory Effective Date of January 1, 2018 IFRS 9 and Transition Disclosures IFRS 15 Revenue from Contracts with Customers January 1, 2018 Amendment to IFRS 15 Clarifications to IFRS 15 Revenue from January 1, 2018 Contracts with Customers Amendment to IAS 7 Disclosure Initiative January 1, Amendment to IAS 12 Recognition of Deferred Tax Assets for January 1, Unrealized Losses Amendment to IAS 40 Transfers of Investment Property January 1, 2018 IFRIC 22 Foreign Currency Transactions and Advance January 1, 2018 Consideration Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates. Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, ; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group s accounting policies, except for the following: 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 income is recognized in profit or loss by using the effective interest method;

12 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 income is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income (loss), 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 (loss) is reclassified from equity to profit or loss. Except for the 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 (loss), with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income (loss) cannot be reclassified from equity to profit or loss. The Group analyzed the facts and circumstances of its financial assets that existed at and performed a preliminary assessment of the impact of IFRS 9 on the classification and measurement of the following financial assets. Under IFRS 9, listed shares classified as available-for-sale and unlisted shares measured at cost will be designed as at FVTOCI and the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. IFRS 9 requires impairment loss on financial assets to be recognized by using the Expected Credit Losses Model. The loss allowance is required for financial assets measured at amortized cost, 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 credit risk. 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. The Group has performed a preliminary assessment that the Group will apply the simplified approach to recognize lifetime expected credit losses for accounts receivable. In general, the Group anticipates that the application of the expected credit loss model of IFRS 9 will result in earlier recognition of credit losses for financial assets. Except for the above potential impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group s financial position and financial performance, and will disclose the relevant impact when the assessment is completed

13 c. The New IFRSs in issue but not yet endorsed and issued into effect by the FSC The New IFRSs Effective Date Announced by IASB Amendment to IFRS 9 Prepayment Features with Negative January 1, 2019 Compensation Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture IFRS 16 Leases January 1, 2019 IFRS 17 Insurance Contracts January 1, 2021 Amendment to IAS 28 Long-term Interests in Associates and Joint January 1, 2019 Ventures IFRIC 23 Uncertainty over Income Tax Treatments January 1, 2019 The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group s accounting policies, except for the following: IFRS 16 Leases IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and 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 assets separately from interest expense accrued on the lease liabilities; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liabilities 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. Except for the above potential impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group s financial position and financial performance, and will disclose the relevant impact when the assessment is completed. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Statement of Compliance The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 Interim Financial Reporting as endorsed and issued into effect by the FSC. Disclosure information included in the consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements. For the convenience of readers, the consolidated financial statements have been translated into English from the original Chinese version prepared and used in the ROC. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language consolidated financial statements shall prevail

14 Basis of Preparation The consolidated financial statements have been prepared on the historical cost basis except for certain properties and financial instruments that are measured at revalued amount of fair value. The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: a. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; b. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and c. Level 3 inputs are unobservable inputs for the assets or liabilities. Basis of Consolidation For more detailed information of the subsidiaries, including the percentage of ownership and main business, please refer to Note 12 and Table 7 of Note 36. Other Significant Accounting Policies The same accounting policies of these consolidated financial statements have been followed as were applied in the preparation of the Corporation s consolidated financial statements for the year ended, except as described below. Income taxes Income tax expense represents the sum of current income tax and deferred income 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. 5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY The same critical accounting judgments and key sources of estimation uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the consolidated financial statements for the year ended. 6. CASH AND CASH EQUIVALENTS Cash on hand $ 350 $ 350 $ 350 Checking deposits and demand deposits 4,389,911 4,054,729 4,614,177 Cash equivalents Time deposits with original maturities less than three months 551,377 16,125 15,680 $ 4,941,638 $ 4,071,204 $ 4,630,

15 As of, time deposits with original maturities over three months were $304,984 thousand, which were classified as other current assets as shown in Note AVAILABLE-FOR-SALE FINANCIAL ASSETS Domestic investments Quoted shares $ 146,697 $ 150,153 $ 139, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES, NET Accounts receivable Accounts receivable - operating $ 1,759,035 $ 2,220,289 $ 1,454,671 Less: Allowance for impairment loss 35,673 35,673 35,673 Other receivables $ 1,723,362 $ 2,184,616 $ 1,418,998 Retentions receivable from banks $ 225,348 $ - $ - Business tax refund receivable 133,324 86,019 59,549 Others 2,241 2,249 3,062 Less: Allowance for impairment loss Other receivables from related parties $ 360,913 $ 88,268 $ 62,611 Other receivables from related parties $ 29,043 $ 30,271 $ 29,038 Less: Allowance for impairment loss Accounts Receivable $ 29,043 $ 30,271 $ 29,038 The average credit period on sales of goods was 30 to 90 days. When determining the collectability of accounts receivable, the Group considered any change in the credit quality of accounts receivable since the date credit was initially granted to the end of the reporting period. The Group may adjust the credit period due to operating strategy consideration. Before accepting any new customer, the Group assesses the potential customer s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed periodically

16 The aging of accounts receivable based on the date the account became past due was as follows: Not past due $ 1,160,474 $ 1,609,185 $ 823,774 1 to 60 days 206, , , days to 180 days - - 7,977 More than 180 days 391, , ,641 $ 1,759,035 $ 2,220,289 $ 1,454,671 The aging of accounts receivable that were past due but not impaired based on the date the account became past due was as follows: Up to 60 days $ 206,862 $ 195,991 $ 218, days to 180 days - - 7,977 More than 180 days 356, , ,968 $ 562,888 $ 575,431 $ 595,224 The Group did not recognize an allowance for impairment loss for the above accounts receivable that were past due because there was not a significant change in credit quality and the amounts were still considered recoverable. Accounts receivable are assessed for impairment on a collective basis even if they were assessed without objective evidence of impairment individually. Except as mentioned below, with historical experience, it was unlikely for accounts receivable that are past due beyond 180 days to be recoverable; the Group recognized an allowance for impairment loss of 100% against all accounts receivable over 180 days. For accounts receivable that are past due within 180 days, the allowance for impairment loss was recognized based on estimated irrecoverable amounts determined by reference to historical experience. As of, and, certain accounts receivable from a customer that had been outstanding for more than 180 days had an amount that was the same as the amount of accounts payable to the customer. Under an agreement with the customer, the Corporation would settle the accounts payable after the accounts receivable are collected. Thus, management of the Corporation believed that these accounts receivable were not impaired. Movements in the allowance for impairment loss of accounts receivable were as follows: Individually Assessed for Impairment Collectively Assessed for Impairment Total Balance at January 1, $ 35,628 $ 45 $ 35,673 Balance at $ 35,628 $ 45 $ 35,673 Balance at January 1, $ 35,628 $ 45 $ 35,673 Balance at $ 35,628 $ 45 $ 35,

17 As of, and, the amount of allowance for impairment loss related to impaired accounts receivable from customers that were in liquidation or in severe financial difficulties were all $35,628 thousand. Other Receivables Other receivables are individually assessed for impairment if there is objective evidence of impairment. Other receivables without objective evidence of impairment are classified by similar credit risk group and each collectively assessed for impairment. Refer to Note 30 (d). for details of the factoring agreements for trade receivables. At the end of the reporting period, there were no other receivables that were past due but not impaired. 9. INVENTORIES Raw materials and supplies $ 309,463 $ 394,072 $ 441,102 Work-in process 209, , ,033 Finished goods 215, , ,965 $ 734,309 $ 1,023,096 $ 1,203,100 The cost of inventories recognized as cost of goods sold for the nine months ended and was $10,945,607 thousand and $12,982,093 thousand, respectively. The cost of inventories recognized as cost of goods sold for the nine months ended included inventory write-down of $416,724 thousand. 10. OTHER CURRENT ASSETS Other financial assets $ 304,984 $ - $ - Restricted assets 63,463 37,162 37,140 Refundable deposits ,985 Others 5,552 6,489 9,925 $ 373,999 $ 43,651 $ 103,050 Other financial assets were time deposits with original maturities over three months. The interest rate of time deposits as of was 0.090%-1.015%. Restricted assets represented collaterals or bonded collaterals for financial and government institutions, as shown in Note

18 11. FINANCIAL ASSETS MEASURED AT COST Overseas unlisted ordinary shares $ 31,800 $ 31,800 $ 31,800 The unlisted equity investment was classified as available-for-sale financial assets according to financial measurement categories. Management of the Group believed the fair value of the investment cannot be reliably measured as the range of reasonable fair value estimates was significant and the probabilities of the various estimates cannot be reasonably assessed; therefore, it was measured at cost less impairment at the end of the reporting period. 12. SUBSIDIARIES Subsidiaries Included in the Consolidated Financial Statements The detailed information of the subsidiaries at the end of the reporting periods was as follows: Investor Investee Main Business Percentage of Ownership The Corporation Ultimate Energy Solution Limited Renewable Energy Solution Limited Ultimate Energy Solution Limited Renewable Energy Solution Limited Gintech (Thailand) Limited Investment activities 100% 100% 100% Investment activities 100% 100% 100% Research, development, manufacture and sale of solar cells and related materials 100% 100% 100% Refer to Table 7 of Note 36 for the principal place of business and country of incorporation of the subsidiaries. 13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD Investments in associates $ 307,847 $ 379,015 $ 415,364 Investment in a joint venture 311, , ,802 a. Investments in associates $ 619,190 $ 601,107 $ 626,166 Material associate Utech Solar Corporation $ 251,560 $ 326,985 $ 345,013 Associate that is not individually material Gintung Energy Corporation 56,287 52,030 70,351 $ 307,847 $ 379,015 $ 415,

19 1) Material associate Name of Associate Main Business Principal Place of Business Percentage of Ownership and Voting Rights Utech Solar Corporation Manufacture and sale of various electronic materials Miaoli 45% 45% 45% The summarized financial information below represents amounts shown in the associate s financial statements prepared in accordance with IFRSs adjusted by the Group for equity accounting purposes. Utech Solar Corporation Current assets $ 759,796 $ 982,406 $ 877,572 Non-current assets 2,814,133 2,939,882 3,016,762 Current liabilities (539,543) (494,171) (426,182) Non-current liabilities (2,469,923) (2,694,413) (2,679,564) Equity $ 564,463 $ 733,704 $ 788,588 Percentage of the Group s ownership 45% 45% 45% Equity attributable to the Group $ 251,560 $ 326,985 $ 345,013 For the Three Months Ended Operating revenue $ 864,569 $ 790,279 $ 2,509,098 $ 2,765,548 Net profit (loss) $ 33,665 $ (197,625) $ (166,666) $ 27,788 Other comprehensive income (loss) 1,964 (6,300) (2,575) (14,295) Total comprehensive income (loss) $ 35,629 $ (203,925) $ (169,241) $ 13,493 In September, the accumulated deficits of Utech Solar Corporation were made up for by capital reduction. 44,121 thousand ordinary shares of the Corporation s investment in Utech Solar Corporation were cancelled at a rate proportionate to the percentage of the Corporation s equity interest in the investee. The percentage of the Corporation s equity interest in Utech Solar Corporation remained 45%

20 2) Aggregate information of an associate that is not individually material For the Three Months Ended The Group s share of: Net profit (loss) $ 1,152 $ 4,112 $ 4,257 $ (6,679) Other comprehensive income (loss) Total comprehensive income (loss) $ 1,152 $ 4,112 $ 4,257 $ (6,679) b. Investment in a joint venture Joint venture that is not individually material GD Development Corporation $ 311,343 $ 222,092 $ 210,802 For the Three Months Ended The Group s share of: Net profit $ 609 $ 2,240 $ 10,205 $ 4,851 Other comprehensive loss (932) (4,839) (10,428) (8,092) Total comprehensive loss $ (323) $ (2,599) $ (223) $ (3,241) In August and September, GD Development Corporation distributed stock dividends, and the shares of the Corporation s investment in GD Development Corporation increased by 1,060 thousand shares and 1,053 thousand shares, respectively, at a rate proportionate to the percentage of the Corporation s equity interest in the investee. The percentage of the Corporation s equity interest in GD Development Corporation remained 50%. In February, GD Development Corporation issued new shares in the amount of $178,948 thousand. The Corporation participated, at a rate proportionate to the percentage of the Corporation s equity interest in the investee, in this capital raising and subscribed for 7,158 thousand new shares in the amount of $89,474 thousand. The percentage of the Corporation s equity interest in GD Development Corporation remained 50%. 14. PROPERTY, PLANT AND EQUIPMENT Land $ 267,894 $ 267,513 $ 267,739 Buildings 2,127,273 2,241,165 2,262,108 Machinery and equipment 4,096,260 5,021,605 4,187,914 Transportation equipment Office equipment 18,438 19,871 21,451 Other equipment 175, , ,435 $ 6,685,757 $ 7,788,660 $ 6,962,

21 Except for depreciation recognized, there were no significant disposal and impairment on property, plant and equipment for the nine months ended and. The acquisition of property, plant and equipment for the nine months ended mainly related to the expansion of production lines in Gintech (Thailand) Limited. The lease contract with respect to the leased Guanyin plant had been terminated in December. In June, the lease contract under which the Corporation rented out part of its equipment located in Guanyin plant to Gintung Energy Corporation was terminated. Related property, plant and equipment had been reclassified from leased equipment to machinery and equipment, transportation equipment and other equipment, unless those that were disposed of. The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows: Buildings Machinery and equipment Transportation equipment Office equipment Leasehold improvements Other equipment 3-50 years 3-11 years 3-5 years 3-5 years 2-20 years 2-10 years Part of property, plant and equipment provided as collaterals for bank loans was shown in Note INTANGIBLE ASSETS Computer software $ 11,802 $ 10,220 $ 6,345 Licenses and franchises $ 11,802 $ 10,270 $ 6,542 Except for amortization recognized, there were no significant addition, disposal, and impairment on intangible assets for the nine months ended and. The above items of intangible assets are amortized on a straight-line basis over the estimated useful lives as follows: Computer software Licenses and franchises 3-5 years 3 years 16. OTHER NON-CURRENT ASSETS Prepayments for equipment $ 69,630 $ 114,465 $ 1,079,066 Refundable deposits (Note 28) 21,020 17,382 17,450 Prepayments to suppliers - 56,418 56,418 $ 90,650 $ 188,265 $ 1,152,

22 17. BORROWINGS Short-term Borrowings Credit loans $ 60,559 $ 689,117 $ 1,042,161 The interest rates on short-term borrowings at the end of the reporting periods were as follows: Credit loans % % Long-term Debts Secured loans % % % % $4.2 billion syndicated loan $ 2,297,600 $ 2,100,000 $ 2,043,720 $0.55 billion syndicated loan 385, , ,000 US$11 million syndicated loan 335, $0.25 billion revolving loan ,000 Unsecured loans $0.5 billion syndicated loan 450, , ,000 3,468,032 3,058,750 3,293,720 Less: Current portion (756,201) (375,000) (244,850) Long-term debts $ 2,711,831 $ 2,683,750 $ 3,048,870 The interest rate intervals % % % % % % Under the $0.55 billion syndicated loan agreement, the Corporation should be in compliance with all of the following financial covenants in its annual and semiannual consolidated financial statements for periods starting from the second quarter in 2014: a. The current ratio (ratio of current assets to current liabilities) should not be less than 100%; b. The leverage ratio (ratio of total liabilities to tangible net worth) should not exceed 120%; c. The interest coverage ratio should not be less than 200% in 2014 and should not be less than 400% starting from 2015; and d. Tangible net worth should be at least $11 billion in 2014 and should be at least $12 billion starting from

23 Under the $4.2 billion and $0.5 billion syndicated loan agreements, the Corporation should be in compliance with all of the following financial covenants in its annual and semiannual consolidated financial statements for periods starting from : a. The current ratio (ratio of current assets to current liabilities) should not be less than 100%; b. The leverage ratio (ratio of total liabilities to tangible net worth) should not exceed 120%; c. The interest coverage ratio should not be less than 400%; and d. Tangible net worth should be at least $12 billion. The Corporation was not in compliance with the above loan requirements with respect to the interest coverage ratio and tangible net worth as shown in its consolidated financial statements. However, during the grace period from the date the consolidated financial statements were authorized for issue to the date the consolidated financial statements as of and for the six months ended June 30, are authorized for issue, such situation will not constitute a breach of the agreements, but the Corporation shall pay additional interest based on the loan balance according to the loan agreements. The Corporation and the syndicate of banks entered into amendments to the $4.2 billion, $0.55 billion and $0.5 billion syndicated loan agreements in June. Pursuant to the amendments, the interest coverage ratio is waived in 2018 and, and should not be less than 100% starting from 2019; the tangible net worth should be at least $6 billion. In February, Gintech (Thailand) Limited entered into a three-year syndicated loan agreement with three banks for US$11 million and THB0.3 billion. Under the syndicated loan agreement, Gintech (Thailand) Limited should be in compliance with all of the following financial covenants in its annual financial statements starting from : a. The current ratio (ratio of current assets to current liabilities) should not be less than 120%; and b. The debt service coverage ratio (ratio of earnings before interest, taxes, depreciation and amortization and interest expense to the sum of interest expense and the current portion of long term loan of the immediately preceding financial year) should not be less than 150%; Besides, the Corporation is a guarantor for Gintech (Thailand) Limited, the Corporation should be in compliance with all of the following financial covenants in its annual and semiannual consolidated financial statements for periods subsequent to the second quarter in : a. The current ratio (ratio of current assets to current liabilities) should not be less than 100%; b. The leverage ratio (ratio of total liabilities to tangible net worth) should not exceed 120%; c. The interest coverage ratio should not be less than 400%; and d. Tangible net worth should be at least $12 billion. Part of property, plant and equipment provided as collaterals for the long-term syndicated loans and revolving loan is shown in Note

24 18. BONDS PAYABLE The Corporation issued 5-year domestic unsecured, zero-coupon convertible bonds, with an aggregate face value of $620,000 thousand and $500,000 thousand on September 25, 2012 and September 18, 2013, respectively. For the nine months ended, the interest expense for bond discounts amortized was $11 thousand and was classified as financial costs under non-operating income and expenses. As of, all of the above convertible bonds had been converted into ordinary shares or bought back by the Corporation. 19. OTHER PAYABLES Payable for salaries and bonus $ 154,085 $ 192,712 $ 160,726 Payable for acquisition of equipment 114, , ,656 Payable for import/export duties 109,940 59,897 27,075 Payable for exchange of goods 23, Others 239, , ,124 $ 641,847 $ 768,135 $ 757, PROVISIONS Warranties - non-current $ 1,825 $ 1,825 $ 1,825 The provision for warranties claims represented the estimate of obligation for warranties in sale agreements. The estimate had been made on the basis of historical warranty trends. 21. RETIREMENT BENEFIT PLAN The Corporation s pension plan under the Labor Pension Act (the LPA ) is deemed a defined contribution retirement benefit plan. Based on the LPA, the Corporation makes monthly contributions to employees individual pension accounts at 6% of monthly salaries and wages. Such pension costs of $27,809 thousand and $28,817 thousand were recognized in the consolidated statement of comprehensive income for the nine months ended and, respectively. 22. EQUITY a. Share capital Ordinary shares Number of shares authorized (in thousands) 750, , ,000 Shares capital authorized $ 7,500,000 $ 7,500,000 $ 7,500,000 Number of shares issued (in thousands) 521, , ,675 Share capital issued $ 5,216,506 $ 4,496,677 $ 4,496,

25 The issued ordinary shares with par value of $10 are entitled to the right to vote and to receive dividends. A total of 10,000 thousand shares of the Corporation s authorized shares were reserved for the issuance of employee share options. On February 20,, the Corporation completed the issuance of 70,000 thousand ordinary shares, with a par value of $10, for consideration of $17.2 per share issued at a premium. A reconciliation of the number of shares outstanding and the share capital for the nine months ended and was as follows: Number of Shares (In Thousands) Share Capital Balance at January 1, 449,668 $ 4,496,677 Issuance of ordinary shares for cash 70, ,000 Issuance of restricted employee shares 2,000 20,000 Retirement of restricted employee shares (17) (171) Balance at 521,651 $ 5,216,506 Balance at January 1, 449,517 $ 4,495,168 Exercise of employee share options 108 1,085 Conversion of bonds into ordinary shares 107 1,072 Retirement of restricted employee shares (57) (573) Balance at 449,675 $ 4,496,752 b. Capital surplus Share premium $ 7,104,688 $ 8,847,028 $ 8,834,224 Forfeited share options - 70,843 70,843 Employee share options - 33,534 37,225 Restricted employee shares 4,800-9,542 $ 7,109,488 $ 8,951,405 $ 8,951,