Hotai Motor Company Limited and Subsidiaries Consolidated Financial Statements and Report of Independent Accountants December 31, 2015 and 2014
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HOTAI MOTOR COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2015 AND 2014 ------------------------------------------------------------------------------------------------------------------------------------ For the convenience of readers and for information purposes only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese-language version prepared and used in the Republic of China. In the event of any discrepancy between the English and Chinese versions, or if there are any differences in interpretation between the two versions, the original Chinese version shall prevail. ~1~ WorldReginfo - eb8df9dc-6211-4989-a284-b6b947e836e8 HOTAI MOTOR CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND AUDIT REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2015 AND 2014 CONTENTS Items Page 1. Cover 1 2. Contents 2 3. Declaration of Consolidated Financial Statements of Affiliated Enterprises 3 4. Report of independent accountants 4 ~ 5 5. Consolidated balance sheets 6 ~ 7 6. Consolidated statements of comprehensive income 8 ~ 9 7. Consolidated statements of changes in equity 10 8. Consolidated statements of cash flows 11 9. Notes to the consolidated financial statements 12~71 (1) History and organization 12 (2) The date of authorization for issuance of the consolidated financial statements and procedures for authorization 12 (3) Application of new standards, amendments and interpretations 12~14 (4) Summary of significant accounting policies 15~32 (5) Critical accounting judgements, estimates and key sources of assumption uncertainty 33 (6) Details of significant accounts 33~54 (7) Related party transactions 54~58 (8) Pledged assets 58 (9) Significant contingent liabilities and unrecognized contract commitments 59 (10) Significant disaster loss 59 (11) Significant events after the balance sheet date 60 (12) Others 60~67 (13) Supplementary disclosures 68~69 (14) Segment information 69~71 ~2~ WorldReginfo - eb8df9dc-6211-4989-a284-b6b947e836e8 HOTAI MOTOR CO., LTD. AND SUBSIDIARIES Declaration of Consolidated Financial Statements of Affiliated Enterprises For the year ended December 31, 2015, pursuant to “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the companies that are required to be included in the consolidated financial statements of affiliates, are the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies using International Financial Reporting Standards 10. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Hotai Motor Company Limited and Subsidiaries do not prepare a separate set of combined financial statements. Hereby declare, Hotai Motor Co., Ltd. March 28, 2016 ~3~ WorldReginfo - eb8df9dc-6211-4989-a284-b6b947e836e8 REPORT OF INDEPENDENT ACCOUNTANTS (TRANSLATED FROM CHINESE) To the Board of Directors and Shareholders Hotai Motor Company Limited We have audited the accompanying consolidated balance sheets of Hotai Motor Co., Ltd. and its subsidiaries as of December 31, 2015 and 2014, and January 1, 2014, and the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries and investee companies accounted for using equity method. The financial statements of these subsidiaries and investee companies accounted for using equity method were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, is based solely on the reports of other independent accountants. In particular, the financial statements of investee companies, Formosa Flexible Packaging Corp. and Shi-Ho Screw Industrial Co., Ltd., were prepared in accordance with the generally accepted accounting principles in the Republic of China, and we have audited the adjustments to ensure consistency with the accounting policies adopted by Hotai Motor Co., Ltd. The total assets of these subsidiaries (including the balance of investment accounted for using equity method) amounted to NT$5,067,014 thousand and NT$4,693,820 thousand, constituting 3.07% and 3.15% of the consolidated total assets as of December 31, 2015 and 2014, respectively, and the net operating revenue amounted to NT$0 thousand and NT$386,636 thousand, constituting 0% and 0.24% of the consolidated net operating revenue for the years then ended, respectively. Based on the reports of other independent accountants, the share of profit (loss) and other comprehensive income of associates and joint ventures accounted for using equity method amounted to NT$306,437 thousand and NT$351,171 thousand, representing 2.83% and 3.29% of the consolidated total comprehensive income for the years ended December 31, 2015 and 2014, respectively. ~4~ WorldReginfo - eb8df9dc-6211-4989-a284-b6b947e836e8 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 and the reports of the other independent accountants provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hotai Motor Co., Ltd. and its subsidiaries as of December 31, 2015 and 2014 and January 1, 2014, and their financial performance and cash flows for the years ended December 31, 2015 and 2014 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 parent company only financial statements of Hotai Motor Co., Ltd. as of and for the years ended December 31, 2015 and 2014, and have expressed a modified unqualified opinion on those financial statements. PricewaterhouseCoopers Taipei, Taiwan Republic of China March 28, 2016 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 non-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. ~5~ WorldReginfo - eb8df9dc-6211-4989-a284-b6b947e836e8 HOTAI MOTOR CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015, DECEMBER 31, 2014 AND JANUARY 1, 2014 (Expressed in thousands of New Taiwan Dollars) (Adjusted) (Adjusted) December 31, 2015 December 31, 2014 January 1, 2014 Assets Notes Amount % Amount % Amount % Current assets 1100 Cash and cash equivalents 6(1) $ 10,406,462 6 $ 7,288,563 5 $ 9,845,686 7 1110 Financial assets at fair value through profit or loss 6(2) 3,805,448 2 3,129,242 2 2,046,850 2 1135 Derivative financial assets for hedging 6(4) 304,772 - 215,016 - - - 1150 Notes receivable, net 6(5) and 8 9,515,166 6 8,535,498 6 8,043,156 6 1160 Notes receivable - related - parties, net 6(5) and 7 43,958 - 3,111 - - 1170 Accounts receivable, net 6(5) and 8 73,734,891 45 64,876,815 44 53,217,866 39 1180 Accounts receivable - related parties, net 6(5) and 7 1,963,769 1 591,570 - 1,703,718 1 1200 Other receivables 7 1,436,765 1 1,517,878 1 2,484,251 2 130X Inventories 6(6) 5,962,436 4 5,314,086 4 7,756,089 6 1410 Prepayments 4,918,793 3 3,417,113 2 3,264,627 3 1470 Other current assets 8 99,071 - 124,302 - 147,538 - 11XX Total current assets 112,191,531 68 95,013,194 64 88,509,781 66 Non-current assets 1523 Available-for-sale financial assets 6(3) 829,558 1 887,358 - 892,259 - 1550 Investments accounted for using equity method 6(7) 13,839,712 8 13,622,097 9 9,413,664 7 1600 Property, plant and equipment 6(8) and 8 35,464,467 21 36,763,973 25 33,596,748 25 1760 Investment property, net 6(9) 796,718 - 487,015