YFY Inc. and Subsidiaries Consolidated Financial Statements for the Six Months Ended 2018 and and Independent Auditors Review Report
INDEPENDENT AUDITORS REVIEW REPORT The Board of Directors and Shareholders YFY Inc. Introduction We have reviewed the accompanying consolidated balance sheets of YFY Inc. and its subsidiaries (the Group ) as of 2018 and, the consolidated statements of comprehensive income for the three and six months ended 2018 and, the consolidated statements of changes in equity and cash flows for the six months ended 2018 and, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the consolidated financial statements ). Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 Interim Financial Reporting. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews. Scope of Review Except as explained in the following paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 65 Review of Financial Information Performed by the Independent Auditor of the Entity. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Basis for Qualified Conclusion As disclosed in Notes 16 and 17 to the consolidated financial statements, the financial statements of some non-significant subsidiaries and investments accounted for using the equity method included in the consolidated financial statements referred to in the first paragraph were not reviewed. As of 2018 and, the combined total assets of these non-significant subsidiaries were NT$20,357,888 and NT$24,075,249, respectively, representing 17% and 21%, respectively, of the consolidated total assets, and the combined total liabilities of these non-significant subsidiaries were NT$7,728,969 and NT$6,952,979, respectively, representing 11% and 10%, respectively, of the consolidated total liabilities; the amounts of combined comprehensive income of these non-significant subsidiaries were NT$184,350, NT$159,956, NT$575,457 and NT$228,577, respectively, representing 12%, 31%, 23% and 21%, respectively, of the consolidated total comprehensive income for the three months ended 2018 and and the six months ended 2018 and. As of 2018 and, the carrying amounts of the above mentioned investees accounted for using the equity method were NT$1,085,116 and NT$2,020,926, respectively. Included in the Group s total comprehensive income and loss for the three months ended 2018 and and for the six months ended - 1 -
2018 and were a loss of NT$51,268 and a loss of NT$83,008, a gain of NT$37,628 and a loss of NT$114,351, respectively, of the net profit or loss of investees accounted for using the equity method. Qualified Conclusion Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the non-significant subsidiaries and investments accounted for using the equity method as described in the preceding paragraph been reviewed, nothing has come to our attention that has caused us to believe that the accompanying consolidated financial statements do not give a true and fair view of the consolidated financial position of the Group as of 2018 and, its consolidated financial performance for the three and six months ended 2018 and, and its consolidated cash flows for the six months ended 2018 and in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 Interim Financial Reporting. The engagement partners on the reviews resulting in this independent auditors review report are Chih-Ming Shao and Cheng-Hung Kuo. Deloitte & Touche Taipei, Taiwan Republic of China August 13, 2018 Notice to Readers The accompanying consolidated financial statements are intended only to present the consolidated 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. - 2 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars) 2018 (Reviewed) December 31, (Audited) (Reviewed) ASSETS Amount % Amount % Amount % CURRENT ASSETS (Note 4) Cash and cash equivalents (Note 6) $ 4,606,744 4 $ 4,144,894 4 $ 7,118,382 6 Financial assets at fair value through profit or loss (Notes 7 and 31) 1,048,065 1 325,326-1,389,482 1 Financial assets at fair value through other comprehensive income (Note 8) 5,320,898 4 - - - - Available-for-sale financial assets (Note 10) - - 4,532,411 4 4,201,470 4 Financial assets at amortized cost (Note 9) 2,525,141 2 - - - - Debt investments with no active market (Note 6) - - 2,357,256 2 1,561,835 1 Notes receivable (Notes 13, 23 and 31) 3,562,347 3 3,775,601 3 3,496,745 3 Accounts receivable (Notes 13, 23 and 30) 11,979,991 10 10,974,676 10 10,069,347 9 Inventories (Note 14) 10,735,686 9 9,191,130 8 8,770,580 8 Biological assets (Note 15) 3,343,162 3 3,280,878 3 3,178,797 3 Prepayments 1,907,681 1 1,007,033 1 863,369 1 Other financial assets (Note 31) 165,697-405,321-230,382 - Other current assets (Notes 11 and 19) 762,397 1 1,067,851 1 1,573,985 1 Total current assets 45,957,809 38 41,062,377 36 42,454,374 37 NON-CURRENT ASSETS (Note 4) Financial assets at fair value through profit or loss (Note 7) 410,191 - - - - - Financial assets at fair value through other comprehensive income (Note 8) 12,385,980 10 - - - - Available-for-sale financial assets (Note 10) - - 8,712,256 8 8,335,496 7 Financial assets carried at cost (Note 12) - - 1,495,143 1 1,578,418 1 Debt investments with no active market (Note 30) - - 400,000-400,000 - Investments accounted for using the equity method (Note 17) 5,695,413 5 6,307,712 6 6,471,253 6 Property, plant and equipment (Notes 18, 24 and 31) 49,421,113 41 47,994,654 43 46,654,182 41 Investment properties (Notes 19 and 24) 2,696,375 2 2,711,707 3 2,713,487 2 Goodwill 517,660 1 458,555-469,861 1 Deferred tax assets 448,888-368,246-502,976 1 Long-term prepayments for leases (Notes 24 and 31) 1,310,388 1 1,314,005 1 1,039,737 1 Prepayments for equipment (Note 18) 968,415 1 1,026,714 1 2,518,519 2 Other non-current assets (Note 31) 906,518 1 734,404 1 743,140 1 Total non-current assets 74,760,941 62 71,523,396 64 71,427,069 63 TOTAL $ 120,718,750 100 $ 112,585,773 100 $ 113,881,443 100 LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 20) $ 14,954,801 13 $ 11,384,557 10 $ 12,135,844 11 Short-term bills payable (Note 20) 8,110,071 7 8,021,936 7 11,957,607 10 Financial liabilities at fair value through profit or loss (Notes 4 and 7) 76,446-278,060-177,489 - Notes and accounts payable (Note 30) 8,345,157 7 7,748,170 7 7,513,935 7 Other payables (Note 18) 4,744,782 4 2,984,866 3 3,163,474 3 Current tax liabilities (Note 4) 366,889-196,720-192,338 - Current portion of long-term borrowings (Note 20) 310,000-187,300-333,015 - Other current liabilities (Notes 4, 7, 11 and 23) 1,589,739 1 1,534,976 2 1,474,978 1 Total current liabilities 38,497,885 32 32,336,585 29 36,948,680 32 NON-CURRENT LIABILITIES Long-term borrowings, net of current portion (Note 20) 30,199,208 25 31,964,006 28 30,948,639 27 Deferred tax liabilities (Note 4) 3,439,195 3 3,386,650 3 3,376,261 3 Net defined benefit liabilities (Notes 4, 21 and 24) 1,051,519 1 1,134,140 1 1,402,808 2 Other non-current liabilities (Notes 4 and 7) 279,071-238,072-227,079 - Total non-current liabilities 34,968,993 29 36,722,868 32 35,954,787 32 Total liabilities 73,466,878 61 69,059,453 61 72,903,467 64 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 27) Share capital 16,603,715 14 16,603,715 15 16,603,715 14 Capital surplus 1,010,603 1 1,046,800 1 1,040,495 1 Retained earnings 13,645,143 11 13,894,534 12 12,636,185 11 Other equity 4,906,942 4 1,686,125 2 826,083 1 Total equity attributable to owners of the Company 36,166,403 30 33,231,174 30 31,106,478 27 NON-CONTROLLING INTERESTS 11,085,469 9 10,295,146 9 9,871,498 9 Total equity 47,251,872 39 43,526,320 39 40,977,976 36 TOTAL $ 120,718,750 100 $ 112,585,773 100 $ 113,881,443 100 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated August 13, 2018) - 3 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited) For the Three Months Ended June 30 For the Six Months Ended June 30 2018 2018 Amount % Amount % Amount % Amount % OPERATING REVENUE (Notes 4, 23 and 30) Net sales $ 16,729,470 88 $ 13,767,526 87 $ 32,558,170 88 $ 27,521,245 88 Other operating revenue 2,306,371 12 2,063,321 13 4,297,163 12 3,819,188 12 Total operating revenue 19,035,841 100 15,830,847 100 36,855,333 100 31,340,433 100 OPERATING COSTS (Notes 14, 24 and 30) Cost of goods sold 14,287,489 75 11,449,380 72 28,283,880 77 22,946,322 73 Other operating costs 1,642,194 8 1,350,132 9 3,004,332 8 2,609,735 8 Total operating costs 15,929,683 83 12,799,512 81 31,288,212 85 25,556,057 81 LOSS ON CHANGES IN FAIR VALUE LESS COSTS TO SELL BIOLOGICAL ASSETS (Notes 4 and 15) (2,282) - (1,672) - (6,531) - (3,170) - GROSS PROFIT 3,103,876 17 3,029,663 19 5,560,590 15 5,781,206 19 OPERATING EXPENSES (Notes 24 and 30) Selling and marketing 1,241,046 7 1,160,717 8 2,458,752 7 2,333,104 8 General and administrative 942,381 5 957,570 6 1,869,595 5 1,901,981 6 Research and development 60,237-48,469-115,621-85,255 - Total operating expenses 2,243,664 12 2,166,756 14 4,443,968 12 4,320,340 14 PROFIT FROM OPERATIONS 860,212 5 862,907 5 1,116,622 3 1,460,866 5 NON-OPERATING INCOME AND EXPENSES Finance costs (Note 24) (251,078) (2) (219,152) (1) (498,924) (1) (436,790) (1) Share of profit of associates (Notes 4 and 16) 143,884 1 141,502 1 212,386-161,332 1 Interest income 44,766-64,994-96,920-114,588 - Rental income (Notes 19 and 30) 23,438-12,045-46,452-24,463 - Other income (Note 27) 173,556 1 58,333-249,765 1 160,741 - Gain on disposal of investments - - 5,603 - - - 41,324 - Other losses (22,838) - (11,356) - (27,694) - (19,365) - Foreign exchange gain (loss) (Note 33) (602,368) (3) 187,564 1 (247,465) (1) 87,193 - Gain (loss) arising on financial instruments at FVTPL (Notes 4 and 29) 524,517 3 (213,747) (1) 295,572 1 (533,633) (2) Impairment loss on assets (Notes 12 and 17) - - (42,052) - - - (42,052) - Total non-operating income and expenses 33,877 - (16,266) - 127,012 - (442,199) (2) (Continued) - 4 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited) For the Three Months Ended June 30 For the Six Months Ended June 30 2018 2018 Amount % Amount % Amount % Amount % PROFIT BEFORE INCOME TAX $ 894,089 5 $ 846,641 5 $ 1,243,634 3 $ 1,018,667 3 INCOME TAX EXPENSE (Notes 4 and 25) (310,114) (2) (182,930) (1) (484,181) (1) (293,336) (1) NET PROFIT FOR THE YEAR 583,975 3 663,711 4 759,453 2 725,331 2 OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 25) 6,484 - - - 24,297 - - - Unrealized gain on investments in equity instruments designated as at FVTOCI 525,448 3 - - 1,138,953 3 - - Share of the other comprehensive loss of associates (73,038) (1) - - (21,773) - - - Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations 439,858 3 473,726 3 588,305 2 (1,254,473) (4) Unrealized loss on available-for-sale financial assets - - (543,631) (3) - - (343,273) (1) Cash flow hedges - - 7,787 - - - (4,618) - Gain on hedging instruments 3,807 - - - 11,293 - - - Share of the other comprehensive income (loss) of associates 30,411 - (93,064) (1) 15,835 - (232,892) (1) Other comprehensive income (loss) for the period, net of income tax 932,970 5 (155,182) (1) 1,756,910 5 (1,835,256) (6) TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD $ 1,516,945 8 $ 508,529 3 $ 2,516,363 7 $ (1,109,925) (4) NET PROFIT ATTRIBUTABLE TO: Owners of the Company $ 436,870 2 $ 499,219 3 $ 547,128 1 $ 454,424 1 Non-controlling interests 147,105 1 164,492 1 212,325 1 270,907 1 $ 583,975 3 $ 663,711 4 $ 759,453 2 $ 725,331 2 TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company $ 1,341,288 7 $ 333,513 2 $ 2,207,611 6 $ (1,251,850) (4) Non-controlling interests 175,657 1 175,016 1 308,752 1 141,925 - $ 1,516,945 8 $ 508,529 3 $ 2,516,363 7 $ (1,109,925 ) (4 ) (Continued) - 5 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited) For the Three Months Ended June 30 For the Six Months Ended June 30 2018 2018 Amount % Amount % Amount % Amount % EARNINGS PER SHARE (Note 26) Basic $0.26 $0.30 $0.33 $0.27 Diluted $0.26 $0.30 $0.33 $0.27 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated August 13, 2018) (Concluded) - 6 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) Equity Attributable to Owners of the Company Other Equity Exchange Differences on Unrealized Gain (Loss) on Unrealized Gain Share Capital Capital Surplus Retained Earnings Translating Available-for- on Financial Gain (Loss) on Shares (In Consolidation Unappropriated Foreign sale Financial Assets at Cash Flow Hedging Thousands) Amount Treasury Shares Excess Others Total Legal Reserve Special Reserve Earnings Total Operations Assets FVTOCI Hedges Instruments Total Non-controlling Interests Total Equity BALANCE AT JANUARY 1, 1,660,372 $ 16,603,715 $ 14,947 $ 293,124 $ 515,722 $ 823,793 $ 3,242,110 $ 4,031,432 $ 4,948,452 $ 12,221,994 $ 798,656 $ 1,744,884 $ - $ (11,183 ) $ - $ 32,181,859 $ 9,460,270 $ 41,642,129 Appropriation of the 2016 earnings Legal reserve - - - - - - 12,612 - (12,612) - - - - - - - - - Cash dividends distributed by subsidiaries - - - - - - - - - - - - - - - - (382,034 ) (382,034 ) Adjustments for the changes in equity in associates - - - - 16,343 16,343 - - (40,233 ) (40,233 ) - - - - - (23,890 ) 1,049 (22,841 ) Partial disposal of interests in subsidiaries - - - - (27,859 ) (27,859 ) - - - - - - - - - (27,859 ) 145,373 117,514 Adjustments for the changes in equity in subsidiaries - - - - 228,218 228,218 - - - - - - - - - 228,218 504,915 733,133 Net income for the six months ended - - - - - - - - 454,424 454,424 - - - - - 454,424 270,907 725,331 Other comprehensive income (loss) for the six months ended, net of income tax - - - - - - - - - - (1,255,483) (444,949 ) - (5,842) - (1,706,274) (128,982 ) (1,835,256) Total comprehensive income (loss) for the six months ended - - - - - - - - 454,424 454,424 (1,255,483) (444,949 ) - (5,842) - (1,251,850) 141,925 (1,109,925) BALANCE AT JUNE 30, 1,660,372 $ 16,603,715 $ 14,947 $ 293,124 $ 732,424 $ 1,040,495 $ 3,254,722 $ 4,031,432 $ 5,350,031 $ 12,636,185 $ (456,827 ) $ 1,299,935 $ - $ (17,025 ) $ - $ 31,106,478 $ 9,871,498 $ 40,977,976 BALANCE AT JANUARY 1, 2018 1,660,372 $ 16,603,715 $ 14,947 $ 293,124 $ 738,729 $ 1,046,800 $ 3,254,722 $ 4,030,039 $ 6,609,773 $ 13,894,534 $ (263,411 ) $ 1,964,407 $ - $ (14,871 ) $ - $ 33,231,174 $ 10,295,146 $ 43,526,320 Adjustments on initial application - - - - - - - - 124,573 124,573 - (1,964,407 ) 3,545,472 14,871 (14,871 ) 1,705,638 43,400 1,749,038 BALANCE AT JANUARY 1, 2018 AS RESTATED 1,660,372 16,603,715 14,947 293,124 738,729 1,046,800 3,254,722 4,030,039 6,734,346 14,019,107 (263,411 ) - 3,545,472 - (14,871 ) 34,936,812 10,338,546 45,275,358 Appropriation of the earnings Legal reserve - - - - - - 160,651 - (160,651) - - - - - - - - - Cash dividends distributed by the Company - - - - - - - - (996,223) (996,223) - - - - - (996,223) - (996,223) Reversal of special reserve - - - - - - - (1,455 ) 1,455 - - - - - - - - - Cash dividends distributed by subsidiaries - - - - - - - - - - - - - - - - (443,355 ) (443,355 ) Adjustments for the changes in equity of associates - - - - (42,329 ) (42,329 ) - - 54,400 54,400 - - - - - 12,071 (2,842 ) 9,229 Adjustment for the changes in other capital surplus - - - - (16 ) (16 ) - - - - - - - - - (16 ) - (16 ) Partial acquisition of interests in subsidiaries - - - - 973 973 - - - - - - - - - 973 134,396 135,369 Adjustments for the changes in equity of subsidiaries - - - - 5,175 5,175 - - - - - - - - - 5,175 11,959 17,134 Non-controlling interests - - - - - - - - - - - - - - - - 738,013 738,013 Net income for the six months ended 2018 - - - - - - - - 547,128 547,128 - - - - - 547,128 212,325 759,453 Other comprehensive income (loss) for the six months ended 2018, net of income tax - - - - - - - - 20,731 20,731 574,565-1,055,184-10,003 1,660,483 96,427 1,756,910 Total comprehensive income (loss) for the six months ended 2018 - - - - - - - - 567,859 567,859 574,565-1,055,184-10,003 2,207,611 308,752 2,516,363 BALANCE AT JUNE 30, 2018 1,660,372 $ 16,603,715 $ 14,947 $ 293,124 $ 702,532 $ 1,010,603 $ 3,415,373 $ 4,028,584 $ 6,201,186 $ 13,645,143 $ 311,154 $ - $ 4,600,656 $ - $ (4,868 ) $ 36,166,403 $ 11,085,469 $ 47,251,872 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated August 13, 2018) - 7 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) For the Six Months Ended June 30 2018 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax $ 1,243,634 $ 1,018,667 Adjustments for: Depreciation and amortization expenses 1,983,075 1,766,707 Expected credit losses recognized on accounts receivable 8,358 - Impairment loss recognized on accounts receivable - 57,478 Net loss (gain) on fair value changes of financial instruments at FVTPL (295,572) 533,633 Finance costs 498,924 436,790 Interest income (96,920) (114,588) Dividend income (3,816) (4,340) Share of profit of associates (212,386) (161,332) Loss (gain) on disposal of property, plant and equipment (3,667) 509 Gain on disposal of investments - (41,324) Impairment loss on assets - 42,052 Net unrealized loss (gain) on foreign currency exchange 339,094 (236,510) Write-down of inventories (reversed) (6,064) (248) Loss on changes in fair value less costs to sell biological assets 6,531 3,170 Gain on bargain purchase (6,975) - Changes in operating assets and liabilities Financial assets held for trading - (782,496) Financial assets mandatorily classified as at FVTPL (564,713) - Notes receivable 297,249 (705,493) Accounts receivable 252,948 (209,333) Inventories (870,322) (741,518) Biological assets (33,669) (18,084) Prepayments (675,554) 160,347 Other current assets 792,206 (79,154) Notes and accounts payable (618,391) 287,025 Other payables 32,007 (294,077) Other current liabilities (52,459) 431,687 Net defined benefit liabilities (82,621) (142,590) Cash generated from operations 1,930,897 1,206,978 Interest received 75,750 72,289 Dividends received 5,171 55,098 Interest paid (424,218) (421,479) Income tax paid (315,493) (241,734) Net cash generated from operating activities 1,272,107 671,152 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial asset at FVTOCI (25,828) - Proceeds from sale of financial assets at FVTOCI 223 - (Continued) - 8 -
YFY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited) For the Six Months Ended June 30 2018 Proceeds from the return of capital upon investees' capital reduction of financial assets at FVTOCI $ 7,097 $ - Purchase of financial assets carried at cost (374,082) - Purchase of available-for-sale financial assets - (507,304) Proceeds from sale of available-for-sale financial assets - 162,890 Repayment of debt investments with no active market - 76,051 Purchase of financial assets carried at cost - (76,688) Proceeds from sale of financial assets carried at cost - 5,728 Purchase of financial assets held for hedging - (1,636) Proceeds on sale of financial assets held for hedging 12,826 - Proceeds from sale of investments accounted for using the equity method - 8,202 Acquisition of subsidiaries 77,041 - Payments for property, plant and equipment (1,704,445) (2,191,152) Proceeds from disposal of property, plant and equipment 80,533 4,032 Proceeds from the disposal of investment properties 17,585 35,640 Decrease in other financial assets 242,156 50,883 Decrease (increase) in other non-current assets 33,363 (104,438) Increase in long-term prepaid rent - (13,141) Net cash used in investing activities (1,633,531) (2,550,933) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings 2,356,424 3,046,051 Proceeds from short-term bills payable 74,971 5,014,900 Repayments of long-term borrowings (1,786,859) (3,533,300) Increase in other non-current liabilities 15,640 27,131 Increase in non-controlling interests 134,363 841,125 Overdue dividends paid (16) - Net cash generated from activities 794,523 5,395,907 EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES 28,751 (108,613) NET INCREASE IN CASH AND CASH EQUIVALENTS 461,850 3,407,513 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 4,144,894 3,710,869 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 4,606,744 $ 7,118,382 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche review report dated August 13, 2018) (Concluded) - 9 -
YFY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited) 1. GENERAL INFORMATION YFY Inc. (the Company) was incorporated in Kaohsiung in February 1950. The Company s shares have been listed on the Taiwan Stock Exchange (TWSE) since February 1977. The Company originally manufactured, packaged, tested and sold various integrated circuit products. To increase its competitiveness and sales through organization restructuring and specialization, the Company spun off the assets, liabilities, and operations of its consumer products and packaging segments to its subsidiaries, YFY Consumer Products, in October 2007 and YFY Packaging Inc., in September 2005. In addition, the Company spun off the assets, liabilities and operations of its paper and cardboard business segment to Chung Hwa Pulp (CHPC) and acquired the shares issued by CHPC on October 1, 2012. After this transaction, CHPC became a subsidiary of the Company, and the Company became an investment holding company, with investment its main business. The consolidated financial statements of the Company and its subsidiaries, hereto forth collectively referred to as the Group, are presented in the Company s functional currency, the New Taiwan dollar. 2. APPROVAL OF FINANCIAL STATEMENTS The consolidated financial statements were approved by the Company s board of directors on August 13, 2018. 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 the 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, whenever applied, the initial 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 would not have any material impact on the Group s accounting policies: 1) IFRS 9 Financial Instruments and related amendments IFRS 9 supersedes IAS 39 Financial Instruments: Recognition and Measurement, with consequential amendments to IFRS 7 Financial Instruments: Disclosures and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Refer to Note 4 for information relating to the relevant accounting policies. - 10 -
Classification, measurement and impairment of financial assets On the basis of the facts and circumstances that existed as at January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods. The following table shows the original measurement categories and carrying amounts under IAS 39 and the new measurement categories and carrying amounts under IFRS 9 for each class of the Group s financial assets and financial liabilities as at January 1, 2018. Financial assets Measurement Category Carrying Amount IAS 39 IFRS 9 IAS 39 IFRS 9 Remark Derivatives Held for trading Mandatorily at fair value $ 4,351 $ 4,351 through profit or loss (i.e. Mandatorily at FVTPL) Hedging instruments Hedging instruments 2 2 Structured deposits Loans and receivables Mandatorily at FVTPL 783,256 783,256 Equity securities Held for trading Fair value through other comprehensive income (i.e. FVTOCI - equity instruments) 104,523 104,523 Available for sale (accounted for as financial assets carried at cost) FVTOCI - equity instruments 1,495,143 3,171,938 a) Available for sale FVTOCI - equity instruments 13,244,667 13,244,667 a) Mutual funds Held for trading Mandatorily at FVTPL 216,452 216,452 Subordinated bank Loans and receivables Mandatorily at FVTPL 402,418 402,418 debentures Time deposits with original maturities of more than 3 months Loans and receivables Amortized cost 2,120,878 2,120,878 Financial liabilities Derivatives Held for trading Mandatorily at fair value 278,060 278,060 through profit or loss Hedging instruments Hedging instruments 292 292 Financial Assets IAS 39 Carrying Amount as of January 1, 2018 Reclassifications Remeasurements IFRS 9 Carrying Amount as of January 1, 2018 Retained Earnings Effect on January 1, 2018 Other Equity Effect on January 1, 2018 Remark FVTPL $ 325,326 $ - $ - $ 325,326 $ - $ - Add: Reclassification from loans and receivables - 1,185,674-1,185,674 - - Less: Reclassification to FVTOCI - equity instruments - (104,523) - (104,523) - - 325,326 1,081,151-1,406,477 - - FVTOCI - equity instruments - - - - - - Add: Reclassification from FVTPL - 104,523-104,523 - - Add: Reclassification from available-for-sale - 14,739,810 1,676,795 16,416,605 45,037 1,591,674 a) - 14,844,333 1,676,795 16,521,128 45,037 1,591,674 $ 325,326 $ 15,925,484 $ 1,676,795 $ 17,927,605 $ 45,037 $ 1,591,674 IAS 39 Carrying Amount as of January 1, 2018 Adjustments Arising from Initial Application IFRS 9 Carrying Amount as of January 1, 2018 Retained Earnings Effect on January 1, 2018 Other Equity Effect on January 1, 2018 Remark Investments accounted for using the equity method $ 6,307,712 $ 12,021 $ 6,319,733 $ 22,070 $ (10,609 ) b) - 11 -
a) The Group elected to classify all of its investments in equity securities previously classified as available-for-sale under IAS 39 as at FVTOCI under IFRS 9. The related other equity - unrealized gain (loss) on available-for-sale financial assets of $1,964,407 was reclassified to other equity - unrealized gain (loss) on financial assets at FVTOCI. Investments in unlisted shares previously carried at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and remeasured at fair value. Consequently, there was an increase of $1,676,795 on financial assets at FVTOCI, an increase of $1,636,711 in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase in non-controlling interests of $40,084 on January 1, 2018. The Group recognized, under IAS 39, impairment loss on certain investments in equity securities previously carried at cost, and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of $45,037 in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of $45,037 in retained earnings on January 1, 2018. b) As a result of the retrospective application of IFRS 9 by associates, there was an increase in investments accounted for using the equity method of $12,021, a decrease in other equity - unrealized gain (loss) on financial assets at FVTOCI of $10,609, an increase in retained earnings of $22,070 and an increase in non-controlling interests of $560 on January 1, 2018. Hedge accounting When the Group applies IFRS 9 for the first time for hedge accounting, it will be subject to deferral. Furthermore, due to the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, all derivative and non-derivative financial assets and financial liabilities which are designated as hedging instruments are presented as financial assets and financial liabilities held for hedging starting from January 1, 2018 retrospectively. 2) 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 supersedes IAS 18 Revenue, IAS 11 Construction Contracts and a number of revenue-related interpretations. Refer to Note 4 for the related accounting policies. Under IFRS 15, the net effect of revenue recognized and consideration received and receivable is recognized as a contract asset or a contract liability. Prior to the application of IFRS 15, receivables and deferred revenue were recognized when revenue was recognized for the contract under IAS 18. As a result of the retrospective application of IFRS 15 by associates, there was an increase of $60,222 in investments accounted for using the equity method, an increase of $57,466 in retained earnings and an increase of $2,756 in non-controlling interests on January 1, 2018. - 12 -
b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019 New IFRSs Effective Date Announced by IASB (Note 1) Annual Improvements to IFRSs 2015- Cycle January 1, 2019 Amendments to IFRS 9 Prepayment Features with Negative January 1, 2019 (Note 2) Compensation IFRS 16 Leases January 1, 2019 Amendments to IAS 19 Plan Amendment, Curtailment or January 1, 2019 (Note 3) Settlement Amendments to IAS 28 Long-term Interests in Associates and Joint January 1, 2019 Ventures IFRIC 23 Uncertainty over Income Tax Treatments January 1, 2019 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 FSC permits the election for early adoption of the amendments starting from 2018. Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019. IFRS 16 Leases IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations. Definition of a lease Upon initial application of IFRS 16, the Group will elect to apply IFRS 16 only to contracts entered into (or changed) on or after January 1, 2019 in order to determine whether those contracts are, or contain, a lease. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16. The Group as lessee Upon initial application of IFRS 16, the Group will recognize right-of-use assets, or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value and short-term leases will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within activities; cash payments for the interest portion will be classified within operating activities. Currently, payments under operating lease contracts, including property interest qualified as investment properties, are recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights of land located in China are recognized as prepayments for leases. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows. The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated. - 13 -
The Group expects to apply the following practical expedients: 1) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities. 2) The Group will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases. 3) The Group will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019. 4) The Group will use hindsight, such as in determining lease terms, to measure lease liabilities. The Group as lessor The Group will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019. Except for the above 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. c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC New IFRSs Effective Date Announced by IASB (Note) 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 17 Insurance Contracts January 1, 2021 Note: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates. 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 a. Statement of compliance These interim 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 these interim consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements. - 14 -
b. Basis of preparation The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, biological assets (excluding bearer plants) which are measured at fair value less costs to sell, net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets, investments accounted for using the equity method and lower of cost or net realizable value on inventories. The fair value measurements, which are grouped into Levels 1 to 3 on the basis of 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, are described as follows: 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and 3) Level 3 inputs are unobservable inputs for an asset or liability. c. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this attribution results in the non-controlling interests having a deficit balance. Changes in the Group s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company. Refer to Note 16 and Tables 8 and 9 for more information on subsidiaries (including the percentages of ownership and main businesses). d. Other significant accounting policies Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31,. For the summary of other significant accounting policies, refer to the consolidated financial statements for the year ended December 31,. - 15 -
1) Financial instruments Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss. a) Financial assets All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. i. Measurement category 2018 Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI. i) Financial assets at FVTPL Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI or the amortized cost criteria. A financial asset may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise. Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 29. ii) Financial assets at amortized cost Financial assets that meet the following conditions are subsequently measured at amortized cost: The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. - 16 -
Subsequent to initial recognition, financial assets at amortized cost, not including cash and cash equivalents and trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for: Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and Financial assets that have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets. Cash equivalents include time deposits and repurchase agreements collateralized by bonds with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments. iii) Investments in equity instruments at FVTOCI On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, they will be transferred to retained earnings. Dividends on these investments in equity instruments are recognized in profit or loss when the Group s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investments. Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables. i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends on the financial asset. Fair value is determined in the manner described in Note 29. - 17 -
Investments in equity instruments under financial assets at fair value through profit or loss that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are subsequently carried at cost less any identified impairment loss at the end of each reporting period and presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in profit or loss. ii) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables or financial assets at fair value through profit or loss. Available-for-sale financial assets are measured at fair value. Dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group s right to receive the dividends is established. Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are carried at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss. iii) Loans and receivables Loans and receivables (including cash and cash equivalents, debt investments with no active market, notes receivables and accounts receivable) are measured using the effective interest method at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial. Cash equivalents include time deposits and repurchase agreements collateralized by bonds with original maturities within three months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments. ii. Impairment of financial assets 2018 The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables), investments in debt instruments that are measured at FVTOCI, lease receivables, as well as contract assets. - 18 -
For financial instruments and contract assets, the Group recognizes lifetime expected credit losses (i.e. ECLs) when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial assets. Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the financial assets, that the estimated future cash flows of the investment have been affected. For financial assets at amortized cost, such as notes receivable and accounts receivable, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group s past experience with collecting payments, as well as observable changes in national or local economic conditions that correlate with defaults on receivables. For a financial asset at amortized cost, the amount of the impairment loss recognized is the difference between such an asset s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset s original effective interest rate. For financial assets at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment (at the date the impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized. For available-for-sale equity investments, a significant or prolonged decline in the fair value of a security below its cost is considered to be objective evidence of impairment. For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties. When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period. - 19 -