(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. BALANCE SHEETS June 30, 2011 AND 2010 (All Amounts Expressed in Thousands of New Taiwan Dollars) June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010 ASSETS Amount % Amount % LIABILITIES AND STOCKHOLDERS' EQUITY Amount % Amount % Current Assets: Current Liabilities: Cash (Note 4.a) $ 1,691,274 10 1,591,998 8 Short-term Borrowings (Note 4.g) $ - - $ - - Financial assets reported at fair value through profit or loss - current (Note 4.b) - - 2,050 - Notes payable 63,323-69,277 - Available-for-sale financial assets - current (Note 4.b) 1,759-2,179 - Accounts payable 426,090 3 1,937,284 10 Accounts receivable, net (Note 4.c) 189,546 2 2,270,516 12 Accrued expenses 355,400 2 255,853 2 Accounts receivable - related parties (Note 5) 443,029 3 350,569 2 Financial liabilities reported at fair value through profit or loss - 59,453-30,098 - Other receivables - related parties (Note 5) 300,627 2 5,167 - Convertible bonds - current portion (Note 4.h) 1,389,608 9 552,721 3 Other financial assets - current 79,536-4,818 - Current portion of long-term debts (Note 4.i) 2,471,840 15 296,200 2 Inventories, net (Notes 4.d and 6) 1,666,447 10 1,719,545 9 Other current liabilities 11,272-32,462 - Prepayment for inventory - current (Note 7) 368,010 2 2,084,834 11 4,776,986 29 4,523,797 24 Deferred income tax assets - current (Note 4.k) 32,101-32,101 - Long-term Liabilities: Other current assets 206,712 2 295,686 2 Convertible bonds (Note 4.h) 2,916-1,410,109 7 4,979,041 31 8,359,463 44 Deferred income tax liability - non-current (Notes 2 and 4.k) - - - - Funds and Long-term Investment: Deferred credits - intercompany profits (Notes 2 and 5) - - - - Long-term investments accounted for under the equity method (Note 4.e) 291,510 2 851,162 4 Long-term debts (Note 4.i) 861,750 5 5,453,460 29 Financial assets carried at cost - non-current (Note 4.b) 50,000-255,460 1 864,666 5 6,863,569 36 Other financial assets - non-current (Notes 6 and 7) 26,321-15,810 - Total Liabilities 5,641,652 34 11,387,366 60 367,831 2 1,122,432 5 Stockholders' Equity: Property, Plant, and Equipment, at Cost (Notes 4.f and 6): Capital stock (Note 4.l) 4,794,498 29 2,494,432 13 Land 99,541 1 99,541 1 Stock dividend to be distributed (Note 4.i) Buildings 1,070,140 6 1,872,257 10 Stock dividend to be distributed (Note 4.l) - - - - Machinery and equipment 4,952,110 30 3,350,534 18 Capital surplus: (Note 4.m) Furniture and office facilities 15,272-385 - Premium on stock issuance 8,015,170 49 8,058,192 42 Leasehold improvements 940,075 6 95,445 - Treasury stock 37,987-37,987 - Other equipment 31,990-38,722 - Additional paid-in capital from investee under equity method 58,037-74,424-7,109,128 43 5,456,884 29 Employee stock options (Note 4.o) 26,233-14,792 - Less: Accumulated depreciation (1,414,015) (9) (997,915) (5) Equity component of convertible bonds (Note 4.h) 19,504-19,506 - Construction in progress 152,882 1 1,097,073 6 Retained earnings: Prepayment for equipment 82,624 1 1,092,119 6 Legal reserve - - - - 5,930,619 36 6,648,161 36 Special reserve Intangible Assets: Undistributed earnings (Note 4.n) (2,039,035) (12) (3,010,544) (15) Trademarks 207-237 - Other stockholders' equity Computer software cost 8,299-5,207 - Cumulative translation adjustments (26,993) - 55,351 - Deferred pension cost (Note 4.j) 878-916 - Net loss unrecognized as pension cost - - - - 9,384-6,360 - Unrealized gain or loss on available-for-sale financial assets (1,831) - (1,856) - Other Assets: Total Stockholders' Equity 10,883,570 66 7,742,284 40 Idle assets (Notes 4.f and 6) 673,152 4 - - Commitments and Contingencies (Note 7) Deferred debits - unrealized intercompany losses (Note 6) 10,012 - - - Deferred charges 18,129-29,571 - Deferred income tax assets - non-current (Note 4.k) 34,127-38,910 - Restricted assets - non-current (Note 6) 76,442 - - - Prepayment for inventory - non-current (Note 7) 4,426,485 27 2,924,753 15 5,238,347 31 2,993,234 15 TOTAL ASSETS $ 16,525,222 100 19,129,650 100 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,525,222 100 19,129,650 100 The accompanying notes are an integral part of the financial statements. - 4 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) b. Financial Instruments (i) Financial instruments reported at fair value through profit or loss: Items June 30, 2011 June 30, 2010 Derivatives - Financial Assets - Current Currency swap - USD to NTD $ - 2,050 Derivatives - Financial Liabilities - Current Forward Contract $ 49,278 1,026 Currency swap - USD to NTD 1,074 - Embedded derivatives of convertible bonds 9,101 29,072 $ 59,453 30,098 The financial instruments shown above are presented at net value in the financial statements and recorded as financial assets and liabilities reported at fair value through profit or loss. Please refer to Note 4.h for the information of embedded derivatives of convertible bonds. The Company entered into derivative contracts to minimize exposure of exchange rate and interest rate fluctuations arising from operating, financing, and investing activities. As of June 30, 2011 and 2010, outstanding forward contracts were as follows: Currency Maturity Date Contract Amount 2011.06.30 Sell USD to NTD 2011.09.29-2011.10.31 US$25,000/NTD$768,220 2010.06.30 Sell USD to NTD 2010.07.30 US$7,000/NTD$224,622 Range of Interest Rates Paid Range of Interest Rates Received Currency Swap Maturity Date Contract Amount 2011.06.30 US$7,178 2011.07.05-2011.09.21 28.72-29.28 28.75-29.32 2010.06.30 US$7,178 2010.07.06-2010.09.18 31.76-32.30 31.81-32.35 For the six months ended June 30, 2011 and 2010, the losses on financial instruments reported at fair value through profit or loss were $15,935 and $19,756, respectively.. - 16 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) (ii) Available-for-sale financial assets-current Investee Company June 30, 2011 June 30, 2010 Overseas quoted stocks-us$61 in 2011 and US$68 in 2010 $ 1,759 2,179 For the six months ended June 30, 2011 and 2010, the gain and (loss) on financial assets reported as adjustments for stockholder s equity were $754 and $(2,777), respectively. (iii) Financial instruments carried at cost non-current June 30, 2011 June 30, 2010 Investment in Common Stock (Domestic unquoted capital stocks) Hua Chuang Automobile Information Technical Center Co., Ltd. $ 50,000 50,000 Auria Solar Co., Ltd. - 205,460 $ 50,000 255,460 The above equity investments, which do not have quoted market prices in an active market and whose fair values cannot be reliably measured were reflected as non-current financial assets carried at cost. The Company sold 19,207 and 12,500 thousand shares of Auria Solar in April, 2010 and December, 2010, respectively. The carrying amount of the shares on disposal was $521,163 and the gain on disposal was $39,751 in 2010. c. Accounts Receivable - Non-related Parties June 30, 2011 June 30, 2010 Accounts receivable - other customers $ 341,330 2,693,446 Less: Allowance for doubtful accounts (151,784) (422,930) Net $ 189,546 2,270,516 As of June 30, 2011 and 2010, outstanding accounts receivable were not lodged in a bank for discount or offered as collateral. Current accounts receivable which have a short-term maturity are not been discounted, their book value were presumed as approximation of fair value. The allowances for doubtful accounts were as follows: - 17 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) Note 4: In March 2010, the Company issued its third domestic 5-year unsecured, 1.5%-coupon convertible bonds, with an aggregate principal of $1,000,000 and an effective rate at 2.12%. At the holders option, the bonds may also be repurchased from the last date of second, third and fourth years after the issuance of the bonds. The bonds are convertible into the Company s common shares at $64.30 per share (the conversion price is adjustable and was at NT$44.00 per share as of June 30, 2011) between April 18, 2010 and March 8, 2015 and will mature on March 18, 2015. Under certain conditions, either the holders or the Company may opt for early bond redemption. As of June 30, 2011, the Company had redeemed the bonds with the principal amount of $81,000 from the open market and recognized a gain of $17,191. In accordance with SFAS No. 36, Financial Instruments: Disclosure and Presentation, the Company separated conversion option and put option from its convertible bonds and recognized these options as financial assets or liabilities at fair value through profit or loss. The total issuance cost of bonds was allocated to the conversion option, put option, equity component and bonds payable at the percentages of initially recognized amount. The remainder, which was allocated to bonds payable, was amortized using the effective interest rate method and presented under interest expenses. i. Long-Term Borrowings Hua Nan Bank (syndicated loan agreement with 14 banks) Chang Hwa Bank (syndicated loan agreement with 8 banks) June 30, 2011 June 30, 2010 Terms of Payment $ 400,000 1,094,000 The loan agreement is from February 2007 to February 2012 with a credit line of $4,000,000. The annual floating interest rates ranged from 2.18% to 2.21 % in 2011 and from 2.01% to 2.12% in 2010. 1,497,340 2,396,200 The loan agreement is from January 2008 to January 2013 with a credit line of $3,000,000. The annual floating interest rates ranged from 2.11% to 2.21% in 2011 and 1.70% to 2.04% in 2010. Deutsche Bank 1,436,250 2,259,460 The loan agreement is from May 2008 to May 2013 with a credit line of US$70,000. The annual floating interest rates were 1.50% both in 2011 and 2010. Less: current portion of long-term borrowings 3,333,590 5,749,660 (2,471,840) (296,200) $ 861,750 5,453,460-22 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) (viii) According to the former tax rules of the Statute for Upgrading Industries, unused investment tax credit which may be applied to offset income tax in the future were summarized as follow: Year of occurance Available Investment tax credits Used in prior years Used in current year Unused investment tax credits Year of expiration For the year ended December 31, 2007 $ 116,510 33,864-82,646 2011 For the year ended December 31, 2008 190,620 - - 190,620 2012 For the year ended December 31, 2009 161,339 - - 161,339 2013 For the year ended December 31, 2010 68,528 - - 68,528 2014 Total $ 536,997 33,864-503,133 (ix) Stockholders imputation tax credit account and tax rate: June 30, 2011 June 30, 2010 Stockholders imputation tax credit account $ 99,879 51,044 As of June 30, 2011 and 2010, the deductible tax ratio was zero since the Company had no earning to be appropriated. l. Capital Increase On June 16, 2009, in pursuant to the resolutions of the annual stockholders meeting, the Company raised capital in cash of 30,000 thousand shares. The capital increase was effective on March 10, 2010 with all relevant registration completed. On January 20, 2011, in pursuant to the resolutions of the provisional stockholders meeting, the Board of Directors was authorized to increase capital in cash of $5,060,000 with 230,000 thousand shares through private issuance. The capital increase was effective on February 11, 2011 with all relevant registration completed. As of June 30, 2011 and 2010, the authorized capital was 600,000 and 300,000 thousand shares respectively; the outstanding capital was 479,450 and 249,443 thousand shares with par value $10 per share respectively. m. Capital Surplus In accordance with the ROC Company Act, capital surplus is used in priority to offset cumulative deficit. Afterward, the capital surplus from share issued in excess of par (additional paid-in capital from issuance of common shares) and donations may be capitalized, which however is limited to 10% of the Company s paid-in capital. n. Retained earnings The Company s Articles of Incorporation require that after-tax earnings shall first be offset against any deficit, and the rest should be distributed as follows: - 27 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) o. Employee Stock Options (i) As of June 30, 2011, issuance term of the stock options was as follows: Grant Date September 3, 2010 Grant Quantity 3,433 thousand units Exercisable Duration 6 years Vesting Period subsequent 2-4 years service (ii) Options granted during the year 2010 were priced using the Black-Scholes pricing model and the inputs to the model were as follows: Exercise price $ 35.55 Expected life of the option 4.22 years Grant-date share price $ 35.55 Expected volatility 45% Expected dividend yield rate - % Risk-free interest rate 1% (iii) Information about employee stock options was as follows: For the six months ended June 30, 2011 Numbers of Options (in thousands) Weighted-average Exercise Price ($) Balance, beginning of year 2,893 $ 35.55 Options granted - - Options forfeited (582) $ 29.72 Options exercised - - Options overdue - - Balance, end of year 2,310 $ 29.05 Options exercisable, end of year - - As of June 30, 2011, the exercise price and the weighted average remaining life of outstanding options were $29.05 dollars and 5.17 years. For the six months ended June 30, 2011, the employee stock option compensation cost was $5,805. - 29 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) 7. Significant Commitments and Contingencies (Excluding Related-Party Transactions) (a) As of June 30, 2011 and 2010, unused standby letters of credit were as follows: (in thousands) June 30, 2011 June 30, 2010 EUR $ 1,313 1,117 USD 257 1,862 JPY 242,530 427,930 (b) As of June 30, 2011 and 2010, promissory notes issued for bank credit limits amounted to $8,300,000 / US$70,000 and $8,800,000 / US$80,000, respectively. (c) As of June 30, 2011, the aggregate amount of contracts pertaining to purchase of equipment and construction of new plant was summarized as follows: ( in thousands) Prepayments for Currency Prepayments for Equipment Construction- inprogress NTD $ - 21,092 EUR 254 - JPY - 9,523 (d) The Company entered into two operating leases with the Ministry of Economic Affairs of the ROC for leasing two pieces of industrial land located at Tainan Technical Industrial Park. Pursuant with the agreements, the lease term is twenty years from September 30, 2005. The leases are renewable. The Company has to prepay quarterly rent which fluctuates according to government-declared land value. The Company had paid $8,880 and $3,464 as a deposit (recorded under other financial assets - non-current ), respectively. Future minimum annual rentals under the leases are as follows: Year 2011 2012 2013 2014 For the six months ended June 30, 2011 Subsequent Rental Payable (in thousand) 2015 and after $ 11,983 23,965 23,965 23,965 257,631-37 -
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) (iii) Period ended marketable securities held: (iv) Holding Company Marketable Securities Type and Name Stock Relationship with the Company The Company GIH Subsidiary SOLAR POWER INC. - Hua Chuang Automobile Information Technical Center Co., Ltd. - End of the Period Financial Statement Account Percentage of Shares/Units Carrying Value Ownership (Expressed in thousands of New Taiwan dollars) Market Value or Net Asset Value Investment accounted for using 59,200,000 291,510 50.76% 291,510 equity method Available-for-sale financial 125,000 1,759 0.13% 1,759 assets-current Financial instruments carried at cost non-current 5,000,000 50,000 1.00% 50,000 Note: The fair value of the security was based on closing price listed on the Taiwan Stock Exchange or traded over-the-counter on the Gre Tai Securities Market on the balance sheet date. For those non-listing securities, fair value was determined in accordance with their net assets which were not audited by external accountants in the same balance sheet date. Accumulated buying/sales of the same marketable securities for which the dollar amount reaches $100 million or 20% or more of paid-in capital: None Note (v) (vi) Acquisition of real estate for which the dollar amount reaches $100 million or 20% or more of paid-in capital: None Disposition of real estate for which the dollar amount reaches $100 million or 20% or more of paid-in capital: None (vii) Buying/selling products with related parties for which the dollar amount reaches $100 million or 20% or more of paid-in capital: Company Name Related Party Nature of Relationship The Company Gloria Solar A subsidiary s equity-method investee Transaction Details Purchase/ Sale Amount % to Total Payment Terms Unit price (Expressed in thousands of New Taiwan dollars) Non-arm s Length Transaction Payment Term Sales 343,964 6% OA90 - Advance payment or OA 30 to 60 days and L/C 60 days for third parties. ADEMA Purchases 129,764 2% Advance payment Cost OA 15-45 days for third parties Note: As of June 30, 2011, the Company s balance of the advance payment to ADEMA was $143,368. Notes/Accounts Payable or Receivable Ending Balance % to Total Accounts Receivable 443,029 70% Note - -% (Note) (viii) Accounts receivable from related parties for which the dollar amount reaches $100 million or 20% or more of the paid-in capital: (Expressed in thousands of New Taiwan dollars) (b) Company Name Related Party Nature of Relationship The Company. Gloria Solar A subsidiary s equity-method investee Ending Balance Turnover Rate Amount (ix) Derivative transactions: Please refer to Note 4.b Investment related information Overdue Action Taken Amounts Received in Subsequent Period Allowance for Doubtful Accounts and Sales Discount 443,029 1.31 261,093 Active collection intensively 42,959 - (i) Investee Company's name, location, and other related information: (Expressed in thousands of New Taiwan dollars, unless specified otherwise) Investor Company Investee Company Location Main Businesses and Products Original Investment Amount As of Note June 30,2011-41 - As of December Balance As of June 30, 2011 Shares Percentage Of Carrying Amount Net Income (Loss) of the Investee Investment Income (Loss) Recognized by Note
(English Translation of Financial Report Originally Issued in Chinese) E-TON SOLAR TECH. CO., LTD. NOTES TO FINANCIAL STATEMENTS (CONT D) (viii) Buying/selling products with related parties for which the dollar amount reaches $100 million or 20% or more of paid-in capital: (Expressed in thousands) Company Name Gloria Solar Related Party Nature of Relationship The A subsidiary s Company equity investee Non-arm s Length Notes/Accounts Payable or Transaction Details Transaction Receivable Purchase/ Sale Amount % to Total Payment Terms Unit Price Payment Term Ending Balance % to Total Purchases 343,964 2.25% OA 90 days - - (443,029) 69.00% Note (ix) Accounts receivable from related parties for which the dollar amount reaches $100 million or 20% or more of the paid-in capital: (Expressed in thousands) (c) (x) Company Name Related Party Nature of Relationship Ending Balance Turnover Rate Gloria Solar GIH A subsidiary s equity-method investee Gloria Solar ADEMA The same parent company with Gloria Solar Note: The receivables did not come with sales, therefore, there is no relevant turnover rate occurs. Amount Turnover Rate Action Taken Allowance for Amounts Received in Doubtful Accounts Subsequent Period and Sales Discount USD3,777 (Note) USD3,777 Active collection - - intensively. USD4,504 0.07 USD4,504 USD1,236 - Derivative transactions: Gloria Solar entered into foreign currency exchange option contracts for the period ended June 30, 2010 to manage exposures due to exchange rate fluctuations. The financial risk management objective of Gloria Solar is to minimize risks due to changes in fair value or cash flow. Gloria Solar had no outstanding exchange option contracts as of June 30, 2011. The results of transactions on exchange option contracts were a net income of US$9 for the six months ended June 30, 2011. Information of investments in mainland China: None 12. Segment Financial Information The Company has prepared consolidated financial statements and disclosed the segment financial information as required by SFAS No. 41 Operating Segments. In accordance with SFAS No. 41, the segment financial information is not required to be disclosed in the standalone financial statements. - 43 -