INDEPENDENT AUDITORS REPORT The Board of Directors and Stockholders HannStar Display Corporation We have audited the accompanying consolidated balance sheets of HannStar Display Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in stockholders equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Corporation s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of HannStar Display Corporation and subsidiaries as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China. March 18, 2013 Notice to Readers The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 audit such consolidated financial statements are those generally accepted and applied in the Republic of China. For the convenience of readers, the auditors 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 auditors report and consolidated financial statements shall prevail. - 1 -
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2012 AND 2011 (In Thousands of New Taiwan Dollars, Except Par Value) ASSETS Amount % Amount % LIABILITIES AND STOCKHOLDERS EQUITY Amount % Amount % CURRENT ASSETS CURRENT LIABILITIES Cash and cash equivalents $ 12,871,012 29 $ 12,484,769 18 Short-term debt $ 1,899,735 4 $ 7,565,973 11 Financial assets at fair value through profit or loss 328,215 1 477,379 1 Short-term bills payable - - 199,683 - Accounts receivable, net 3,015,176 7 3,369,638 5 Financial liabilities at fair value through profit or loss 28,812-2 - Receivable from related parties 686,781 1 671,553 1 Accounts payable 4,927,748 11 7,946,246 11 Other receivable 520,226 1 924,872 1 Payable to related parties 332,215 1 207,423 - Other receivable from related parties 139,870-5,850 - Accrued expenses 1,828,287 4 3,507,596 5 Inventories 2,317,181 5 6,061,645 8 Other payable to related parties 74,166-201,952 - Deferred income tax assets - - 194,000 - Payable for equipment purchased 706,814 2 3,700,914 5 Restricted assets 916,430 2 2,105,823 3 Other payable 166,841 1 - - Other current assets 789,494 2 1,298,221 2 Current portion of long-term debt 1,479,250 3 1,049,260 2 Other current liabilities 53,074-267,554 1 Total current assets 21,584,385 48 27,593,750 39 Total current liabilities 11,496,942 26 24,646,603 35 LONG-TERM INVESTMENTS Investments accounted for under equity method 1,688,044 4 553,605 1 LONG-TERM LIABILITIES Available-for-sale financial assets 1,241,319 3 1,515,219 2 Long-term debt 5,515,400 12 11,250,700 16 Hedging derivative assets - - 3,706 - Hedging derivative liabilities 5,741 - - - Financial assets carried at cost 24,806-162,763 - Long-term payable 476,831 1 - - Total long-term investments 2,954,169 7 2,235,293 3 Total long-term liabilities 5,997,972 13 11,250,700 16 PROPERTIES OTHER LIABILITIES Cost Deferred credits 3,006-427 - Buildings 6,011,052 13 8,514,873 12 Machinery and equipment 65,523,675 145 69,683,810 98 Total liabilities 17,497,920 39 35,897,730 51 Transportation equipment 9,028-15,981 - Furniture and equipment 282,202 1 1,033,067 2 STOCKHOLDERS EQUITY Leasehold improvements 5,898-6,937 - Equity attributable to stockholders of the parent Other equipment - - 60,348 - Common stock, $10 par value, authorized: 9,000,000,000 shares; Total cost 71,831,855 159 79,315,016 112 issued: 2,929,240,808 shares in 2012 and 5,858,481,616 shares Less: Accumulated depreciation 59,285,906 132 64,705,508 91 in 2011 29,292,408 65 58,584,816 82 Accumulated impairment 624,419 1 418,438 1 Capital surplus 805,083 2 1,189,282 2 11,921,530 26 14,191,070 20 Accumulated losses Construction in progress and prepayments for equipment, net 6,798,747 15 23,650,268 33 Legal reserve - - 1,437,949 2 Deficit (1,640,926) (4) (31,162,995) (44) Properties, net 18,720,277 41 37,841,338 53 Total accumulated losses (1,640,926) (4) (29,725,046) (42) Others INTANGIBLE ASSETS Cumulative translation adjustments 257,652-328,004 - System software costs, net 22,383-78,797 - Unrealized loss on financial instruments (1,093,502) (2) (986,262) (1) Goodwill 7,459-494,819 1 Total others (835,850) (2) (658,258) (1) Prepaid pension cost 64,652-95,537 - Total equity attributable to stockholders of the parent 27,620,715 61 29,390,794 41 Deferred technology transfer and license fees, net 868,077 2 446,232 1 Minority interest - - 5,605,535 8 Land use rights, net 106,187-113,026 - Total stockholders equity 27,620,715 61 34,996,329 49 Total intangible assets 1,068,758 2 1,228,411 2 OTHER ASSETS Idle assets, net 780,692 2 1,412,624 2 Deferred charges, net 916-92,312 - Deferred income tax assets - - 424,000 1 Others 9,438-66,331 - Total other assets 791,046 2 1,995,267 3 TOTAL $ 45,118,635 100 $ 70,894,059 100 TOTAL $ 45,118,635 100 $ 70,894,059 100-2 -
CONSOLIDATED STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share) Amount % Amount % GROSS SALES $ 36,081,390 101 $ 46,612,869 103 LESS: SALES RETURNS AND DISCOUNTS 297,434 1 1,475,088 3 NET SALES 35,783,956 100 45,137,781 100 COST OF GOODS SOLD 32,597,441 91 45,474,200 101 GROSS PROFIT (LOSS) BEFORE ADJUSTMENTS 3,186,515 9 (336,419) (1) UNREALIZED PROFIT - INTERCOMPANY (2,193) - - - REALIZED PROFIT - INTERCOMPANY - - 11,881 - GROSS PROFIT (LOSS) 3,184,322 9 (324,538) (1) OPERATING EXPENSES Selling 1,295,286 4 2,484,681 6 General and administrative 1,285,071 4 1,449,035 3 Research and development 1,516,938 4 2,295,300 5 Total operating expenses 4,097,295 12 6,229,016 14 LOSS FROM OPERATIONS (912,973) (3) (6,553,554) (15) NON-OPERATING INCOME AND GAINS Interest 166,196 1 149,582 - Investment income recognized under equity method, net - - 31,019 - Dividend income - - 85,537 - Gain on disposal of properties and idle assets 21,017-156,522 1 Gain on disposal of subsidiaries 3 - - - Foreign exchange gain, net 140,666-352,384 1 Gain on reversal of allowance for doubtful accounts - - 3,400 - Gain on write-off of payables - - 363,896 1 Others 227,535 1 553,917 1 Total non-operating income and gains 555,417 2 1,696,257 4 NON-OPERATING EXPENSES AND LOSSES Interest 289,629 1 200,564 - Investment loss recognized under equity method, net 273,115 1 - - Loss on disposal of properties and idle assets 62,655-660,899 2 (Continued) - 3 -
CONSOLIDATED STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Loss Per Share) Amount % Amount % Loss on sale of investments, net $ 70,553 - $ - - Depreciation and amortization on idle assets 81,953-170,598 - Impairment loss on financial assets and properties 567,889 2 1,606,112 4 Valuation loss on financial instruments, net 136,248-133,042 - Others 811,448 2 1,269,658 3 Total non-operating expenses and losses 2,293,490 6 4,040,873 9 LOSS BEFORE INCOME TAX (2,651,046) (7) (8,898,170) (20) INCOME TAX EXPENSE - - 41,296 - CONSOLIDATED NET LOSS $ (2,651,046) (7) $ (8,939,466) (20) ATTRIBUTABLE TO: Stockholders of the parent $ (1,640,926) (4) $ (7,441,207) (17) Minority interest (1,010,120) (3) (1,498,259) (3) $ (2,651,046) (7) $ (8,939,466) (20) AFTER INCOME TAX LOSS PER SHARE Basic loss per share $(0.56) $(2.56) (Concluded) - 4 -
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (In Thousands of New Taiwan Dollars, Except Per Share Information) Capital Surplus (Note 19) Others Additional Unrealized Total Equity Paid-in Capital Long-term Cumulative Gain (Loss) on Attributable to Total - Issuance of Convertible Equity Retained Earnings (Accumulated Losses) Translation Financial Stockholders Minority Stockholders' Common Stock Common Stock Bonds Stock Options Treasury Stock Investments Total Legal Reserve Deficit Total Adjustments Instruments of the Parent Interest Equity BALANCE, JANUARY 1, 2011 $ 52,244,316 $ 1,597,456 $ 1,458,708 $ 75,769 $ 1,058,688 $ 239,725 $ 4,430,346 $ 1,437,949 $ (23,511,644 ) $ (22,073,695 ) $ 201,058 $ 540,053 $ 35,342,078 $ 7,565,165 $ 42,907,243 Issuance of common stock for cash at $5 per share - January 28, 2011 6,340,500 (652,854) (1,458,708) - (1,058,688) - (3,170,250) - - - - - 3,170,250-3,170,250 Changes in unrealized loss on available-for-sale financial assets - - - - - - - - - - - (1,526,315) (1,526,315) - (1,526,315) Adjustment of capital surplus for long-term equity investments accounted for under equity method - - - - - (70,814) (70,814) - - - - - (70,814) - (70,814) Adjustment of deficit for long-term equity investment accounted for under equity method - - - - - - - - (210,144) (210,144) - - (210,144) - (210,144) Changes in unrealized loss on hedge of a net investment in a foreign operation - - - - - - - - - - (198,355) - (198,355) - (198,355) Consolidated net loss for 2011 - - - - - - - - (7,441,207 ) (7,441,207 ) - - (7,441,207 ) (1,498,259 ) (8,939,466 ) Foreign currency translation adjustment - - - - - - - - - - 325,301-325,301 65,290 390,591 Net decrease in minority interest - - - - - - - - - - - - - (526,661 ) (526,661 ) BALANCE, DECEMBER 31, 2011 58,584,816 944,602-75,769-168,911 1,189,282 1,437,949 (31,162,995 ) (29,725,046 ) 328,004 (986,262 ) 29,390,794 5,605,535 34,996,329 Offset of deficit by legal reserve, special reserve and capital surplus - (432,638) - - - - (432,638) (1,437,949) 1,870,587 432,638 - - - - - Offset of deficit by capital reduction on July 18, 2012 (29,292,408) - - - - - - - 29,292,408 29,292,408 - - - - - Changes in unrealized loss on available-for-sale financial assets - - - - - - - - - - - (83,423) (83,423) - (83,423) Adjustment of capital surplus for long-term equity investments accounted for under equity method - - - - - 48,439 48,439 - - - - - 48,439-48,439 Adjustment of unrealized loss on available-for-sale financial assets accounted for under equity method - - - - - - - - - - - (23,817) (23,817) - (23,817) Changes in unrealized gain on hedge of a net investment in a foreign operation - - - - - - - - - - 141,299-141,299-141,299 Consolidated net loss for 2012 - - - - - - - - (1,640,926 ) (1,640,926 ) - - (1,640,926 ) (1,010,120 ) (2,651,046 ) Foreign currency translation adjustment - - - - - - - - - - (211,651 ) - (211,651 ) (7,223 ) (218,874 ) Net decrease in minority interest - - - - - - - - - - - - - (4,588,192 ) (4,588,192 ) BALANCE, DECEMBER 31, 2012 $ 29,292,408 $ 511,964 $ - $ 75,769 $ - $ 217,350 $ 805,083 $ - $ (1,640,926 ) $ (1,640,926 ) $ 257,652 $ (1,093,502 ) $ 27,620,715 $ - $ 27,620,715-5 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) CASH FLOWS FROM OPERATING ACTIVITIES Consolidated net loss $ (2,651,046) $ (8,939,466) Depreciation 4,273,393 6,356,685 Amortization 527,740 444,891 Gain on disposal of subsidiaries (3) - Investment loss (gain) recognized under equity method, net 273,115 (31,019) Gain on write-off of payables - (363,896) Loss on sale of investments, net 70,553 - Impairment loss on financial assets and properties 567,889 1,606,112 Loss on disposal of properties and idle assets, net 41,638 504,377 Deferred income tax - 9,915 Compensation cost of employee stock options 7,214 2,881 Unrealized (realized) profit- intercompany 2,193 (11,881) Changes in operating assets and liabilities Financial instruments at fair value through profit or loss 170,909 3,563,883 Accounts receivable, net (39,875) 825,934 Receivable from related parties 157,873 2,218,009 Other receivable 388,071 (408,005) Other receivable from related parties (97,819) 488,843 Inventories 2,495,521 1,246,350 Other current assets (474,288) (605,968) Prepaid pension cost (937) 2,487 Accounts payable (2,118,346) (2,928,797) Payable to related parties (55,194) (214,159) Income tax payable - 31,640 Accrued expenses (1,123,825) 279,920 Other payable to related parties (71,254) 74,529 Other payable (74,047) (96,101) Other current liabilities (157,514) (18,620) Net cash provided by operating activities 2,111,961 4,038,544 CASH FLOWS FROM INVESTING ACTIVITIES Settlement of hedging derivatives for hedge of a net investment in a foreign operation 150,746 (21,277) Decrease (increase) in restricted assets 1,070,845 (554,290) Cash of subsidiaries disposed of (51,596) (103,247) Net cash received from acquisition of equity interest in HANNSpree Great China - 136,802 Price of equity interest acquired from minority interest stockholders - (385,108) Increase in available-for-sale financial assets - (150,000) Proceeds from sale of available-for-sale financial assets 128,411 - Proceeds from sale of financial assets carried at cost 16,327 - Acquisition of properties (5,915,567) (13,707,474) Proceeds from disposal of properties and idle assets 56,648 170,682 (Continued) - 6 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) - 7 - Increase in intangible assets $ (243,704) $ (297,232) Decrease (increase) in other assets 37,271 (174,042) Net cash used in investing activities (4,750,619) (15,085,186) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in short-term debt (4,741,038) 3,412,003 Increase (decrease) in short-term bills payable (199,683) 199,683 Proceeds from long-term debt 10,460,000 8,774,800 Repayment of long-term debt (1,001,000) (2,230,000) Exercise of employee stock options - 98,111 Redemption of preferred stock - (3,170,250) Issuance of common stock - 3,170,250 Net cash provided by financing activities 4,518,279 10,254,597 EFFECT OF CHANGES IN EXCHANGE RATES (142,921) 256,384 CASH OF A SUBSIDIARY'S OF THE DATE THE CORPORATION LOST CONTROLLING INTEREST IN THE SUBSIDIARY (1,350,457) - NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 386,243 (535,661) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,484,769 13,020,430 CASH AND CASH EQUIVALENTS, END OF YEAR $ 12,871,012 $ 12,484,769 SUPPLEMENTARY INFORMATION Cash paid for interest $ 374,091 $ 346,971 Less: Capitalized interest (102,379) (128,923) Cash paid for interest (excluding capitalized interest) $ 271,712 $ 218,048 Cash paid for income tax $ - $ - INVESTING ACTIVITIES INVOLVING BOTH CASH AND NON-CASH ITEMS Acquisition of properties $ 5,225,777 $ 15,549,500 Decrease (increase) in payable for equipment purchased 689,790 (1,842,026) Cash paid for acquisition of properties $ 5,915,567 $ 13,707,474 Proceeds from disposal of properties and idle assets $ 56,648 $ 171,869 Increase in other receivable - (1,187) Cash received from disposal of properties and idle assets $ 56,648 $ 170,682 Increase in intangible assets $ 868,908 $ - Increase in payable for royalties (recorded as other payable and long-term payable) (625,204) - Cash paid for acquisition of intangible assets $ 243,704 $ - (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) NON-CASH INVESTING ACTIVITIES Transfer of properties to idle assets $ 214,025 $ 257,798 Transfer of idle assets to land use rights $ - $ 1,992 Transfer of idle assets to properties $ - $ 116,120 On December 31, 2012, the Corporation sold its 100% equity interest in HANNSpree Enterprise Shanghai Inc. ( HSP E Shanghai ). The carrying values of assets (excluding cash) and liabilities of HSP E Shanghai as of December 31, 2012 were as follows: Current assets $ 254,873 Other assets 486 Current liabilities (306,632) Other liabilities (323) On June 18, 2012, the Corporation lost a controlling interest in HannsTouch Solution Incorporated. The carrying values of assets (excluding cash) and liabilities of HannsTouch as of June 18, 2012 were as follows: Current assets $ 2,529,567 Long-term investments 95,956 Properties 19,526,458 Intangible assets 60,244 Other assets 1,035,601 Current liabilities (5,339,502) Long-term liabilities (13,661,420) Other liabilities (103) On November 1, 2011, the Corporation sold its 100% equity interest in Brightbridge Resources Limited ( Brightbridge ). The carrying values of assets (excluding cash) and liabilities of Brightbridge as of November 1, 2011 were as follows: Current assets $ 460,542 Properties 909,306 Intangible assets 30,352 Other assets 67,362 Current liabilities (628,383) Other liabilities (1,440) (Continued) - 8 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) On August 1, 2011, the Corporation acquired 100% equity interest in HANNSpree Great China Holdings Limited ( HSP Great China ). Therefore, income and expenses of HSP Great China generated or incurred after August 1, 2011 were included in the consolidated financial statements. The fair values of assets and liabilities of HSP Great China as of August 1, 2011 were as follows: Current assets $ 607,809 Properties 8,384 Other assets 3,435 Current liabilities (554,918) $ 65,161 Cash paid for acquisition of equity interest in HSP Great China $ 71,787 Cash balance of HSP Great China on August 1, 2011 208,589 Net cash received from acquisition of equity interest in HSP Great China $ 136,802 (Concluded) - 9 -