Giga-Byte Technology Co., Ltd. and Subsidiaries Consolidated Financial Statements and Report of Independent Accountants 31St December 2014 and 2013
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GIGA-BYTE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS 31ST DECEMBER 2014 AND 2013 --------------------------------------------------------------------------------------------------------------- For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail. ~1~ GIGA-BYTE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS 31ST DECEMBER 2014 AND 2013 TABLE OF CONTENTS Pages FRONT COVER 1 TABLE OF CONTENTS 2 ~ 3 DECLARATION OF CONSOLIDATED FINANCIAL STATEMENTS OF AFFILIATED ENTERPRISES 4 REPORT OF INDEPENDENT ACCOUNTANTS 5 ~ 6 CONSOLIDATED BALANCE SHEETS 7 ~ 8 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 9 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 10 CONSOLIDATED STATEMENTS OF CASH FLOWS 11 ~ 12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13 ~ 72 1. HISTORY AND ORGANIZATION 13 2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION 13 3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS 13 ~ 16 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 16 ~ 29 5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY 29 ~ 30 6. DETAILS OF SIGNIFICANT ACCOUNTS 30 ~ 49 7. RELATED PARTY TRANSACTIONS 49 ~2~ Pages 8. PLEDGED ASSETS 49 9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS 49 10. SIGNIFICANT DISASTER LOSS 50 11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE 50 12. OTHERS 50 ~ 57 13. SUPPLEMENTARY DISCLOSURES 58 ~ 70 14. SEGMENT INFORMATION 71 ~ 72 ~3~ GIGA-BYTE TECHNOLOGY CO., LTD. AND SUBSIDIARIES Declaration of Consolidated Financial Statements of Affiliated Enterprises For the year ended 31st December 2014, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the company that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements of parent and subsidiary companies under Statements of Financial Accounting Standards No.7. And if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates. Hereby declare, GIGA-BYTE TECHNOLOGY CO., LTD. Dandy Yeh 16th March 2015 ~4~ REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE To the Board of Directors and Shareholders of Giga-Byte Technology Co., Ltd. and subsidiaries We have audited the accompanying consolidated balance sheets of Giga-Byte Technology Co., Ltd. and its subsidiaries as of 31st December 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows for the years then ended. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of certain investee companies accounted for under the equity method as of and for the years ended 31st December 2014 and 2013 were audited by other auditors, whose reports thereon were furnished to us. Long-term equity investment balance in these investee companies amounted to $81,057 thousand and $306,284 thousand as of 31st December 2014 and 2013, respectively, and the related investment gain (loss) recognized amounted to $282 thousand and ($13,701) thousand for the years then ended. Our opinion, insofar as it relates to the amounts included in the financial statements and information disclosed in Note 13 relating to these long-term equity investments, is based solely on the reports of the other auditors. We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. ~5~ In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Giga-Byte Technology Co., Ltd. and its subsidiaries as of 31st December 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. We have also audited the unconsolidated financial statements of Giga-Byte Technology Co., Ltd. (not presented herein) as of and for the years ended 31st December 2014 and 2013, and have expressed a modified unqualified opinion on such financial statements. PricewaterhouseCoopers, Taiwan 16th March 2015 ---------------------------------------------------------------------------------------------------------------------------- The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation. ~6~ GIGA-BYTE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31ST DECEMBER 2014 AND 2013 (Expressed in thousands of New Taiwan dollars) 31st December 2014 31st December 2013 ASSETS Notes Amount % Amount % Current assets 1100 Cash and cash equivalents 6(1) 9,336,355$ 28 8,146,406$ 23 1110 Financial assets at fair value through profit or loss-current 6(2) 1,191,594 4 1,518,811 4 1125 Available-for-sale financial assets-current 6(6) 87,763 - 83,610 - 1150 Notes receivable-net 7,238 - 10,991 - 1170 Accounts receivable-net 6(3) 6,093,288 18 5,435,125 16 1200 Other receivables 439,128 1 476,788 2 130X Inventories-net 6(4) 8,866,121 26 8,365,361 24 1470 Other current assets 6(5) 820,425 3 3,161,356 9 11XX Total current assets 26,841,912 80 27,198,448 78 Non-current assets 1523 Available-for-sale financial asset-non-current 6(6) 345,828 1 509,384 2 1527 Held-to-maturity financial assets-non-current 6(7) 153,480 - 148,410 - 1546 Investments in bonds without active markets-non-current 6(8) - - 19,662 - 1550 Investments accounted for under equity method 6(9) 298,306 1 306,284 1 1600 Property, plant and equipment-net 6(10) 4,231,520 12 4,212,396 12 1760 Investment property-net 6(11) 191,719 1 142,029 - 1780 Intangible assets 49,730 - 45,002 - 1840 Deferred income tax assets 6(17) 266,817 1 274,939 1 1900 Other non-current assets 6(12) 1,313,314 4 2,140,848 6 15XX Total non-current assets 6,850,714 20 7,798,954 22 1XXX TOTAL ASSETS $ 33,692,626 100 $ 34,997,402 100 (Continued) ~7~ GIGA-BYTE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 31ST DECEMBER 2014 AND 2013 (Expressed in thousands of New Taiwan dollars) 31st December 2014 31st December 2013 LIABILITIES AND SHAREHOLDERS’ EQUITY Notes Amount % Amount % Current liabilities 2100 Short-term loans 6(13) 71,326$ - 2,605,649$ 7 2150 Notes payable 50,204 - 37,511 - 2170 Accounts payable 5,487,917 16 5,423,326 16 2200 Other payables 6(14) 3,376,700 10 2,884,329 8 2230 Current income tax liabilities 6(17) 281,914 1 342,925 1 2250 Provisions for liabilities - current 6(15) 535,056 2 562,578 2 2300 Other current liabilities 850,512 3 824,553 2 21XX Total current liabilities 10,653,629 32 12,680,871 36 Non-current liabilities 2570 Deferred income tax liabilities 6(17) 24,526 - 15,734 - 2600 Other non-current