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URE — AGM Information 2021
May 25, 2021
52346_rns_2021-05-25_b0760cae-ea44-4c52-ba60-bc3294556df1.pdf
AGM Information
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United Renewable Energy Co., Ltd. (Former name : Neo Solar Power Corporation)
2021Annual General Shareholders’ Meeting Minutes
Time : 9:30 AM, Friday. May 07, 2021
Place : No.7, Li-Hsin 3rd Rd., Hsinchu Science Park, Hsinchu, Taiwan ( International conference hall)
Total URE shares: 2,663,134,382shares Total shares represented by shareholders present in person or by proxy: 1,442,651,663 shares(including 650,783,586 sharesof e-voting), Percentage of shares held by shareholders present in person or by proxy: 54.17%
Chairman : Hong, Chum-Sam
Recorder : Penny Chen
Directors present : Pan.Wen-Whe
Independent Director : Ming-Jeng, Weng
Others : Yung-Hua Huang (Accountant) 、 lay-lay Pan (Financial Officer) 、 Zabrina.Hsu(Legal Officer) 、 。 RitaYang (Accounting Officer)
1.Chairman’s Address : (Omitted)
2.Report Items
Item 1
Motion : 2020 business report.
Please refer to ANNEX 1 ,the 2020 Business Report.
Item 2
Motion : Audit committee’s report of 2020.
Please refer to ANNEX 2 ,the Audit Committee’s report of 2020.
Item 3
-
Motion
:The status of status of issuing common stock to increase capital by private placement. -
Based on the need of the operational plan of the company, on March 28, 2018, the company submitted the following proposal to the shareholders’ meeting for the first approval: Cash capital increase via the issuance of privately placed ordinary shares within the limit of 380,000 thousand shares: Passed. The same proposal was revised in the fifth shareholders meeting on October 1, 2018 in which the total amount of the private placement was NT $2,781,306,962 with the issuance of 334,291,702 shares of common stock at par value of NT $8.32 (dollars) per share. The subscribers of the private placement shall be affiliated to the National Development Fund, Executive Yuan or the management committee member of Yaohua Glass Co., Ltd.
-
Please refer to ANNEX 3.
Item 4
-
Motion
:The Company resolved to abandon the private placement of common shares approved at the 2020 Annual Shareholders’Meeting for the remaining period. -
The Company at the annual shareholders' meeting dated 22 June 2020,resolved to ssue up to 250,000,000 common shares for capital increase through private
placement. According to Item 7 of Article 43-6 of the Securities and Exchange Act,a private placement of common shares may be carried out in installments within one year from the date of the resolution of the shareholders' meeting.
- To date the aforesaid private placement of common shares has not been executed. URE plans to abandon the original private placement for the remaining period.
Item 5
Motion : The status of sound business plan.
-
According to the Financial Supervision and Administration Commission of the Republic of China on August 13, 2019, the issue of the certificate No. 1080323978, the sound operational plan mentioned by the company when reporting the capital increase by issuing ordinary shares The implementation situation requires the report of the shareholders' meeting
-
The status of sound business plan, Please refer to ANNEX 4.
3.Matters for Ratification
Item 1 (Proposed by the Board of Directors) Motion : 2020 business report and financial statements.
Explanatory Notes:
-
URE’s 2020 Standalone and Consolidated Financial Statements were audited by KPMG Taiwan CPAs, Chen-chien Chen, and Yung-hua Huang.The aforementioned and FY 2020 business report have been approved by the audit committee.
-
2020 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as ANNEX 1 & 5.
Resolution : Approved by the voting result as follows
n:Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,370,411,074 votes(including e-voting) |
95.29% |
Against:1,717,720 votes(including e-voting) |
0.11% |
Nullification:0 votes |
0.00% |
Abstain:65,997,225 votes(including e-voting) |
4.58% |
Item2 (Proposed by the Board of Directors)
Motion : 2020 appropriation of loss.
Explanatory Notes:
- To accept 2020 appropriation of loss,For the loss offsetting list, please refer to ANNEX 6.
Resolution : Approved by the voting result as follows
| ANNEX 6. n :Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,370,737,401 votes(including e-voting) |
95.31% |
Against:3,045,308 votes(including e-voting) |
0.21% |
Nullification:0 votes |
0.00% |
Abstain:64,343,310votes(including e-voting) |
4.47% |
4.Matters for Discussion
Item 1 (Proposed by the Board of Directors) Motion : Proposal of loss compensation by capital reduction presented for discussion Explanatory Notes:
-
This Company's end-of-year loss for compensation in 2020 came up with NT$ 11,571,175,670 and in order to perfect the financial structure throughout the company and satisfy need for operation and development in future, we propose to compensate accrued loss by capital reduction.
-
This Company's paid capital was NT$26,650,863,320 and a total number of shares issued was 2,665,086,332, It has deducted treasury stock, i.e., 225,000 shares, that has not been cancelled.
-
Proposed capital to reduce: NT$11,571,175,670 The number of shares to eliminate:1,157,117,566 shares in Ordinary share class. Capital reduction percent: 43.41764% approx., i.e.,565.8236 shares per 1,000 shares are exchanged.
-
Paid capital after reduction: NT$15,079,687,650
-
In this case of reduced number of shares, our shareholders exchanged 565.8236 shares per 1,000 shares based on the held percent listed in the Shareholders List on the base day of capital reduction and shares exchange; shareholders can register to combine odd lots that are less than one share after capital reduction with the stock transfer agent of the company during the period spanning from five (5) days prior to the day of stop transfer of reduced capital & shares exchange to one (1) day prior to the stop transfer day; the odd lots which remain less than one share after combination or overdue combination shall be appropriated with cash based on face value (calculate until dollar, rounding down below) and the President subscribes it by consulting it witiih specified individual. New share reissued after capital reduction is in non-physical issuance, with the rights and obligations same as originally issued ones.
-
In case that the total number of outstanding shares is affected by chagne of the share capital, thereby changing the capital reduction percent, we propose to authorize our President to handle it with full power in the Shareholders Meeting.
-
In this case, upon passing by resolution in the Shareholders Meeting and approval by competent authority, we propose to agree our President to be authorized to stipulate base day of capital reduction, base day of capital reduction and shares exchange and the listed day of new shares and other related affairs.
Resolution : Approved by the voting result as follows
n:Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,369,747,862 votes(including e-voting) |
95.24% |
Against:4,397,723 votes(including e-voting) |
0.30% |
Nullification:0 votes |
0.00% |
Abstain:63,980,434 votes(including e-voting) |
4.44% |
Item 2 (Proposed by the Board of Directors) Motion : Proposal for a capital increased by cash or issuing overseas depositary receipt through issuing common stock.
Explanatory Notes:
- For the purpose of fulfilling the capital needs of the Company’quest for prime competitiveness via business expansion and development, sound financial operations,
strong ability to pay back loans, additional funding may be required, thus, the board submits plans to issue, at an appropriate time and quantity schedule, up to 250,000,000 common shares and/or common shares for Global Depository Receipts (later referred as “the issuance”) .
-
(1)For the issuance of new common shares by capital increase. According to Article 28, Section 1 of the Regulations Governing the Offering and Issuance of Securities, it is proposed to authorize the Board of Directors to adopt either “Book Building” or “Public Subscription for public offering”. The percentage allocated for public offering is detailed in the following sections.
-
A. Book Building
-
(a)According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company, although for those unsubscribed or renounced by the employees, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price. According to Article 28 Section 1 of the Regulations Governing the Offering and Issuance of Securities, for the remaining 85% to 90% of the new shares to be issued, it is proposed to have all exisiting shareholders waive their pre-emptive rights in proportion to their respective shareholding and conduct a public offering through book building, which will be made in strict accordance with the Rules Governing Underwriting and Resale of Securities by Securities Firms issued by the Taiwan Securities Association.
-
(b)According to Article 7 of the Disciplinary Rules for Securities Underwriters Assisting Issuing Companies in the Offering and Issuance of Securities issued by the Taiwan Securities Association (“Disciplinary Rules”), the actual price of the new common shares for cash by capital increase may not lower than 90% of average closing price of the common shares of the Company for either one, three or five business days prior to the pricing date after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize, after the expiry of the book building period, the Chairman to determine the actual issue price of the new common shares after discussion with and agreed by the lead underwriter considering the status of book building.
-
-
B. Public Subscription:
-
(a)According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company. 10% of the new shares will be allotted for public offering. The remaining 75%-80% of the new shares to be issued will be allocated for the subscription by the shareholders in proportion to their respective shareholding as shown on the shareholder register as of the record date. For those unsubscribed shares by employees and shareholders, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price.
-
(b)According to Article 6 of the Disciplinary Rules, the actual issue price of the new common shares by capital increase may not be lower than 70% of the average closing price of the common shares of the Company for either one, three of five business days prior to the date of pricing date after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize the Chairman to determine the actual issue price of the new common shares after discussion with and agreed by the lead underwriter.
-
-
C. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares such as but not limited to its conditions,
number of shares to be issued, price, raised amount, capital purpose plan, forecasted schedule, estimated potential impacts, determination of the respective effective date and receipt period of proceeds, underwriting and fundraising agreements. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.
-
(2)Capital increase by issuing underlying common stock for Global Depositary Receipts (GDR) offering.
-
A. According to Article 267 of the Company Act, 10% to 15% of the new shares to be issued will be reserved for subscription by the employees of the Company, although for those unsubscribed by the employees, it is further proposed to authorize the Chairman to allot these shares for subscription by designated persons at its issue price. According to Article 28 Section 1 of the Regulations Governing the Offering and Issuance of Securities, for the remaining 85% to 90% of the new shares to be issued, it is proposed to have all exisiting shareholders waive their pre-emptive rights in proportion to their respective shareholding and conduct a public offering as the underlying shares of the proposed issuance of GDRs.
-
B. According to Article 9 of the Disciplinary Rules, the issue price of the new common shares by capital increase may not be lower than 90% of the closing price of common shares on the Taiwan Stock Exchange or 90% of average closing price of the common shares of the Company for either one, three or five business days prior to the pricing date, after adjustment for any distribution of stock/cash dividends or capital reduction. It is proposed to authorize the Chairman, within the scope of the local regulations and capital market situation to negotiate with the actual issue price with the lead underwriter.
-
C. It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares such as but not limited to its conditions, number of shares to be issued, price, raised amount, capital purpose plan, forecasted schedule, estimated potential benefits, determination of the respective underwriters and other relevant matters. It is proposed to authorize the Chairman to execute all agreements and documents and handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.
-
-
Calculated based upon the maximum number of the issuance of new shares for cash by capital increase for the issuance of GDRs (i.e., 250,000,000 common shares), the shareholder equity may be diluted by 9.38% to the maximum. As the funds raised from the issuance of GDRs will be used to support and strengthen the expansion of the Company, its financial operations, its ability to pay back loans and/or other future developments, this proposal shall have positive impact on the shareholder equity.
-
The pricing of this issuance shall abide all existent regulations and be governed by the verifiable fair pricing mechanisms established by the Taiwan Stock Exchange, thus, is expected to fulfill the highest standards of rationality.
-
The shareholder’s rights and obligations of the new shares to be issued for cash by capital increase or for the issuance of GDRs shall rank pari passu in all respects with the issued and outstanding common shares of the Company.
-
It is proposed to authorize the Board of Directors to handle all relevant matters of the issuance of new shares upon receipt of approvals from the competent authorities.
Resolution : Approved by the voting result as follows
n:Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,368,947,520 votes(including e-voting) |
95.18% |
Against:5,225,384 votes(including e-voting) |
0.36% |
Nullification:0 votes |
0.00% |
Abstain:63,953,115 votes(including e-voting) |
4.44% |
Item 3 (Proposed by the Board of Directors) Motion : Proposal for a capital increased by private placement. Explanatory Notes
-
In order to expand operational scale, increase operation fund, or meet the Company’s need for funds for its future development to maintain the Company’s continuing business development and increase its competitiveness relieve funding needs, the Company plans to proceed with a private placement by no more than 250,000,000 common shares, at NT$10 per share face value.
-
In accordance with Provision 6, Article 43 in the Securities and Exchange Law, the private placement is described as follows:
-
(A) Base and reason for price setting:
-
Price for the private placement must not be set lower than 80% of either of the following two bases, whichever is higher, on the price fixing day on the price fixing base authorized to the Board of Directors by a resolution from shareholders meeting.
-
(1) the simple arithmetical average closing price of the common shares of the Company for either 1, 3 or 5 consecutive business days before pricing date, after adjustment for any gratuitous distribution of stock dividends, cash dividends or capital reduction.
-
(2) the simple arithmetical average closing price of the common shares of the Company for the 30 consecutive business days before pricing date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.
-
-
In respect of actual issue price for this private placement of the Company’s common shares, at no lower than the percentage resolved by shareholders’ meeting, the Board of Directors is authorized to determine it to consult particular persons and according to the market’s situation in the future.This private placement of the Company’s common shares might have to be issued under face value due to changes in the market, under consideration of stable management and sound financial structure of the Company. If for every share issue under face value, the difference between face vaule and actual private placement price lead to accumulated deficit on the books, which will be offset depending on future operation of the Company. After benefit from capital increase occurs, financial structure improves, which will benefit long term development of the Company and have positive impact on Shareholder’s Equity.
-
3.The aforementioned private placement price is determined in accordance with relevant regulations for listed firms for private placement of securities. Therefore, the basis for pricing of private placement for the Company’s common shares is quite reasonable.
-
-
(B) Selection of specific persons: Pursuant to the specific persons specified in Article 43-6 in the Securities and Exchange Law, as well as Letter No.0990046878 dated 1 Sept. 2010 from the
Financial Supervisory Commission, Executive Yuan. As the Company has not yet decided any specific fund-raisers, it is proposed that the Board of Directors authorizes the Chairman to place one who can yield direct or indirect benefits in the future as the top consideration and selects from specific persons who meet regulations of the Competent Auhotirties.
-
(C) Essential reasons for the private placement:
-
Reasons for not adopting public issue: As currently the fund-raising market’s condition is not easy to grasp, and in order to ensure the efficiency and feasibility of raising a fund and effectively lower its cost, the Company desires to increase its cash capital by private placement of its common shares. In addition, by authorizing the Board of Directors to undertake a private placement depending on the market’s condition and as the Company actually needs, mobility and efficiency of the Company’s fund-raising will be increased.
-
Privately-placed amount: not more than 250,000,000 common shares of the Company; In respect of total amount for the private placement in accordance with the actual situation, the Board of Directors is authorized to decide it.It can be handled once or twice within a year.
-
Purposes for the privately-placed fund: to expand the operational scale, increase the operational fund, or meet the needs for the Company’s future development.
-
Expected benefits: In addition to expanding the Company’s operational scale in the future, effectively decreasing fund costs, and ensuring fund-raising efficiency, this plan expects to increase the Company’s competitiveness, And strengthen the overall financial structure and solvency.raise its operational efficiency and benefit shareholders’ equities positively.
-
-
All the rights and obligations for the privately placed common shares are the same as those for the issued common shares of the Company. However, according to the Securities Exchange Act, except for being transferred to a transferee meeting the requirement under Article 43-8 of the Securities Exchange Act, the privately placed common shares cannot be sold within three years after their delivery. After three years from the delivery of privately placed common shares, according to related regulations, the Company shall apply with the competent authorities for public issuance.
-
In the case of this private placement of ordinary shares, if later the private placement cannot be completed within one year.It is proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to handle related matters. the Board of Directors will be convened before the deadline for discussing not to continue the private placement and publish the information compared to a major message on the Market Observation Post System (MOPS).
-
If corrections to issue conditions, plan items, fund utilizing progress, expected potential benefits, as well as matters not specified, or corrections required due to change in law or regulation or opinions of the Competent Authorities and based on operational assessment or objective environment, It is proposed that the Shareholders’ Meeting authorizes the Board of Directors with full power and authority to handle related matters.
-
For the sake of proceeding with the private placement of common shares, It is proposed that the Board of Directors authorizes the Chairman or the Chairman may authorize a company manager designated by him/her to sign and deliberate all contracts and documents related to this private placement and sign all affairs related to this private placement on behalf of the Company.
-
Regarding proposal 2 and 3 proposed to this shareholders’ meeting, after the proposals are resolved during the shareholders’ meeting, the company proposes to
authorize board of directors to conduct capital increase in cash by issuing ordinary shares at an appropriate timing within the ceiling amount of 250,000 thousand ordinary shares and participate in the issuance of overseas depositary receipt by conducting capital increase in cash from issuance of ordinary shares or conducting fund raising by methods such as issuing ordinary shares by private placement at an appropriate timing where the above may be conducted simultaneously, separately, in multiple times or only one of them is selected to conduct depending on actual situation.
Resolution : Approved by the voting result as follows
| situation. n :Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,360,278,479 votes(including e-voting) |
94.58% |
Against:13,684,627 votes(including e-voting) |
0.95% |
Nullification:0 votes |
0.00% |
Abstain:64,162,913 votes(including e-voting) |
4.46% |
5.Matters for Election
Item 1 (Proposed by the Board of Directors)
Motion : Election for directors (Including Independent Directors) Explanatory Notes
-
The tenure of the 6th-term directors will be expired on November 19, 2021, existing directors will be discharged in advance and re-elected.
-
The term of new directors is effective immediately after the election, and shall serve for a term of three years (2021/5/7~2024/5/6).
-
Pursuant to “Articles of Incorporation”, the Company elects 11 directors among whom include three independent directors for the 7th-term. The Company adopts the candidate nomination system as per Article 192-1 of Company Act. The candidates was approved by existing directors in 15th board meeting of directors, please refer to the Director Candidates as attached in this handbook, please refer to ANNEX 7
Resolution : Approved by the voting result as follows
| Position | Name | Approved by the voting |
|---|---|---|
| Director | Hong,Chum-Sam | 1,666,727,139 |
| Director | Lin,Kun-Si | 1,553,740,445 |
| Director | Pan,Wen-Whe | 1,434,819,251 |
| Director | Long Deed Corporation Delegate: Liu,Kong-Hsin |
1,314,988,714 |
| Director | National Development Fund, Executive Yuan Delegate: Faa-JengLin |
1,254,107,093 |
| Director | Yaohua Glass Co., Ltd. Delegate: Chou Chung-Pin |
1,237,318,583 |
| Director | Lin,Wen-Yuan | 1,219,889,216 |
| Director | Chiang,Wen-Hsing | 1,202,082,445 |
| Independent Director | Tsai Ming-Fang | 1,386,972,524 |
| Independent Director | ChangJing-Shin | 1,379,666,005 |
| Independent Director | Chang,Chien-Yi | 1,373,393,490 |
6.Matters for Other
Item 1 (Proposed by the Board of Directors)
Motion : To remove restrictions on the prohibition of business for newly elected directors (Including Independent Directors).
Explanatory Notes
-
According to the Article 209 of Company Act, any director acting for himself/herself, or for any other person within the scope of the Company business, should provide the shareholders' meeting with explanations about any important matters of such acts and should acquire the approval of the shareholders' meeting.
-
It is proposed to seek approval in the general shareholders' meeting allowing directors and independent directors elected in the general shareholders' meeting to engage in acts of competition under Article 209 of Company Act from the date of the term of the directors and independent directors, thus be released from the competition restriction (provided that there is no damage to the interests of the Company).
Resolution : Approved by the voting result as follows
| Company). n :Approved bythe votingresult as follows |
|
|---|---|
| Approved by the voting | % of the total represented sharepresent |
For:1,176,070,394 votes(including e-voting) |
81.77% |
Against:196,897,254 votes(including e-voting) |
13.69% |
Nullification:0 votes |
0.00% |
Abstain:65,158,371 votes(including e-voting) |
4.53% |
7.Extempore Motion : None
8.Meeting Adjourned : AM10:50
Annex
Annex 1
United Renewable Energy Co., Ltd. Business Report
Dear Shareholders,
On behalf of the Management Team of United Renewable Energy (URE), I would like to thank you all for your continued support.
According to the World Bank Group, global economy contract by 4.3 in 2020 due to COVID -19 pandemic. In the long term, negative impact on investment and employment remains, global economy is still expected to recover in 2021, however at weaker rate. The severe climate catastrophes caused by global warming persists, governments around world is using aggressive policies to reach carbon neutral, this lead to continue growth in development of renewable energy sector. The consolidated revenue of URE reached NT$12.5 billion. With hard work and dedication from all our employees, the sales volume of solar cell and module increased significantly and URE maintain leadership position in Taiwan market.
At the moment URE mass produce p-Perc monocrystalline solar cell “Black 22” and “BiFi”, with conversion efficiency reach 22.9%, the LID and PID outperformed traditional solar cell. URE continued to develop high conversion and efficiency products such as “Peach” M6 450W and M10 530W module products for international market. URE double glass half cut module “Glory Peach” can reach 420W in front which has same efficiency as 470w, 1500VDC design, low LID, PID resistant and passed 10x IEC test. At same time its weight is 20% lighter, thus bought new era to the bifacial modules. URE continued to patent numerous licenses, and produce products that are resistant to salt erosion and environmental friendly. The products also complied with ITRI standard as no water pollution as per water quality standard by EPA. The products are especially suited to Taiwan environment.
URE solar cell and module was awarded Taiwan Excellent PV award by Bureau of Energy, Ministry of Economic Affairs in 2020, and its eight consecutive years that URE has the honor of receiving this award. URE module passes the newest and most strict testing by organizations such as TUV Rheinland and IEC, and was certified by the organizations, at same time URE product also certified as clean energy product by organizations from numerous countries. URE was also on the list of Bloomberg New Energy Finance Tier 1 Module Manufacturer List in 2020, further recognized URE’s excellence in the PV field.
URE expands downstream solar system project business actively. URE has built up its core competences in development, construction, sales, and financing for global solar system projects. As well as providing O&M service for solar system. URE is largest developer of PV systems in Taiwan, with accumulated installed capacity and project under development/construction over 1.5GW. In overseas market, URE forms strategic alliances with internationally renowned renewable energy management companies. URE focus on the development of the projects and sold it to asset management companies. In USA, URE is expected to sell 50MW of solar station to Empower, at same time URE continue to work with local EPC to complete utility scale project of 60MW in State of Maine. In UK, URE is expected to complete development and sale of 100MW of solar station to Aviva. In Taiwan, URE group win about 50MW of government projects in Yilan, Tainan, Yunlin and various school roofs projects in 4[th] quarter of 2020. Recently we also win project from Taiwan Railway and Taiwan Water Corporation. URE is able to provide one stop services from professional consultation to module supply to customers, which increase URE’s competitiveness. URE also have large utility scale projects in Yunlin, Changhua, Pingtung in development, those will be largest projects in next 5years. According to Bloomberg New Energy Finance forecast, as much as 209 GW of solar PV could be installed globally in 2021. Due to the future potential and stable income from solar system, URE will aggressively develop global solar system business which can also create demand for solar cell and module products and driving future growth.
In order to provide total solutions for the renewable energy, URE invested in design and development of Energy Storage System (ESS) products in ZEUS series, URE’s industrial ESS is the first in Taiwan to achieve UL9540 certification by UL laboratory and can stabilize the intermittent renewable power. URE collaborated with UL to develop product, and also passed the UL9540 test in heated environment. URE’s BMS was certified with IEC 60730, and reliability is foremost in the market. According to U.S. Department of Energy, annual global deployments of stationary storage (excluding PSH) are projected to exceed 300 GWh in 2030, representing a 27% compound annual growth rate.
URE successfully developed the first hydrogen fuel cell vehicle, but it’s still unable to compete in terms of cost with traditional scooters and lack of hydrogen fuel stations, URE decide to stop the plan to develop
hydrogen fuel scooters. But with zero emission, the hydrogen fuel cell electric scooter is the first choice to reduce air pollution. Hydrogen fuel cells technology provided people an alternative for clean energy. The hydrogen fuel cell can still be use in all kinds of transportation vehicle such as drone, truck, bus etc.
As leader in the Solar industry and outstanding Corporate Citizen, URE feels oblige to promote clean energy, energy conservation to our customers, user, partner and general public around the world, URE feels it’s our duty to care for the environment and make contribution to society. URE will continue to focus on module brand and solar system business, improve competitiveness of Taiwan solar industry. With the support from government fund and policy, URE will strive to assist Taiwan energy supply sector complete transformation, and reached government target of cumulated installed solar PV capacity of 20GW by 2025.
The following are highlight of 2020 performance and business plan for the 2021:
I.The report on 2020 business result
- 1.2020 Financial Performance
| n 2020 business result ncial Performance |
n 2020 business result ncial Performance |
n 2020 business result ncial Performance |
|---|---|---|
| Unit: NT$’000 | ||
| Item | 2020 | 2019 |
| Consolidated Net Sales | 12,511,034 | 18,139,112 |
| Consolidated Gross Loss | (932,680) | (982,531) |
| Consolidated Loss from Operation | (4,614,257) | (5,221,950) |
Consolidated Loss After Income Tax |
(6,162,307) | (5,769,189) |
| Net Loss Attributable to Shareholders of the Parent |
(6,139,015) | (5,686,065) |
2.Budget Implementation
URE did not provide nor disclose any budget forecast to the public.
3.Analysis of Receipts, Expenditures, and Profitability
- (1)Analysis of Receipts and Expenditures
In 2020, the net cash generated in operating activities amount to NT$2.2 billion, net cash generated from investing activities amount to NT$4.97 billion, the net cash used in financing activities amount to NT$8.2 billion. URE will continue to maintain sufficient cash position and finance operation will continue to be conservative and prudent.
(2)Analysis of Profitability
The consolidated revenue decreased by 31% from previous year to NT$12.5 billion, which was mainly due to COVID-19 pandemic negatively impact URE’s oversea business. The gross margin is -7%, the operating expenses declined by 29%, the net loss for the year was NT$6.2 billion, the increase was result of once-off asset impairment loss. URE’s finance is stable and sound, cash and cash equivalents amount to NT$4.95 billion by the end of 2020, URE will continue to maintain sufficient cash position and finance operation will continue to be conservative and prudent.
4.Examine Research and Development Work
At the moment URE mass produce p-Perc monocrystalline solar cell “Black 22” and “BiFi”, with conversion efficiency reach 22.9%, the LID and PID outperformed traditional solar cell. URE continued to develop high conversion and efficiency products such as “Peach” M6 450W and M10 530W module products for international market. URE double glass half cut module “Glory Peach” can reach 420W in front which has same efficiency as 470w, 1500VDC design, low LID, PID resistant and passed 10x IEC test. At same time its weight is 20% lighter, thus bought new era to the bifacial modules.
II.2021 Business Plan and Future Developmental Strategy
Business Policy, Sales Volume Forecast and Other Important Production and Sales Policies
1.Production Policies
Total production capacity of solar cell is about 2.7GW, the module production capacity will reach 1.5GW in 2-3 years with vertical integration, and downstream system business will reach 1.5GW within next 5 years. 2.Research and Development
URE maintain leadership position with investment in technology. In N-type solar cell conversion efficiency could reach 23.5% in 3Q of 2021. Bifacial HJT products “Glory HELLO), the highest conversion efficiency
could reach 24.5%, power output 340W equivalent to module conversion efficiency of 20.8%, and right now it’s in mass production.
- 3.Sales Policies
In order to keep up with growing global demand for renewable energy, URE will continue to expand in existing market and improve penetration to the newly developed market for customers. At same time, utilized growth potential in Taiwan domestic market, expand module production capacity and develop high end module brand. URE will build a strong system sales team in order to develop global system business and sales channel.
-
4.System Business
-
In domestic market, with URE premium quality solar cell and module products, and Taiwan Government’s short term goal of 8.75GW accumulated PV capacity by 2021, and long term goal of 20GW accumulated PV capacity by 2025, URE will continue to expand domestic system business. And use experience accumulated in domestic market to aggressively develop international system business. The overseas pipeline projects are expected to be above 100MW, URE will continue to develop US solar projects. In the future, with vertical integration of solar industry, URE will be able to provide total solution to our customers.
-
5.New Business Development
2021 is the beginning of new era for Energy Storage Systems, the important policy such as Articles for “major user of electricity” and “trial platform for trading of energy” will be implemented this year. URE’s industrial energy storage system is just right for customers who are major user of electricity and complied with Taiwan Power’s platform.
III.Effect of External Competition, the Legal Environment and the Overall Business Environment
-
Taiwan government promote carbon reduction and increase in renewable energy, the green energy industry is one of the “5+2” innovative industries plan and 20GW PV installed target still on track for 2025, URE will aggressively develop and construct solar system business in order to achieve target set by government.
-
The amendments to Renewable Energy Development Act passed by Legislative Yuan, in which user of electricity exceeds a certain capacity shall install or provide space to install renewable energy power generation and storage facilities or purchase a certain amount of electricity generated from renewable energy and a certificate, it is expected to come into effect by 2021. This will increase the investment in renewable energy generation and storage by corporations, URE will aggressively work with our clients to total provide solution for renewable energy generation and storage, and achieve the target set by government of renewable energy to total energy generated ratio of 20% by 2025.
-
URE keep close watch on the foreign exchange risk control as our products tend to export to overseas market, URE monitor foreign exchange fluctuation and utilize hedge instrument to lower the risk of foreign exchange fluctuation.
-
URE will continue to diversify and expand system investment to gain global market share in response to the trade war, it is expect to low the risk of international trade dispute.
-
Many countries have reach grid parity, the outlook for solar industry are optimistic. URE implement strategic transformation to compete in the global market, URE will also maintain competitive advantage in terms of cost and R&D, URE will continue to achieve the annual target in terms of business plan.
-
URE will focus on strength module brand and increase solar system business, and hope to integrate the green energy supply chain to provide more added values, at same time regain profitability and growth for our shareholders.
-
The Council of Agriculture issue working guideline regarding agricultural land alternation, which limited large utility scale project development.
-
URE has always been aggressive in the international solar market; URE is expected to expand solar system business internationally.
Chairman Dr. Hong
Annex 2
United Renewable Energy Co., Ltd. Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and loss offsetting list. The CPA firm of KPMG Taiwan was retained to audit URE’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and loss offsetting list have been reviewed and determined to be correct and accurate by the Audit Committee members of United Renewable Energy Co., Ltd.. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company 。 Law, we hereby submit this report.
The Audit Committee of United Renewable Energy Co., Ltd
Chairman : Independent Director WENG, MING-JENG
March 25, 2021
Annex 3
Processing situation of 2018 private placement of common shares
| Item | Privateplacement of common shares of 2018 | Privateplacement of common shares of 2018 | Privateplacement of common shares of 2018 | Privateplacement of common shares of 2018 |
|---|---|---|---|---|
| Type ofprivateplacement sexurity | Common shares | |||
| The date and amount approved by Shareholdings’ Meeting |
The total amount of private placement of common share approved by Extraordinary Shareholdings’ Meeting of March.28, 2018 is within 380 million shares. |
|||
| The criteria and the reasonableness for determination of the price. |
1. According to “Directions for Public Companies Conducting Private Placements of Securities”, the reference price shall be the higher of the following two calculations: a. The simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. b.The simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction. The price per share fixed for privately placed common shares would be not lower than 80 percent of the reference price. 2. As above, The simple average closing price for the 30 business days before May 11,2018, after adjustment for capital reduction is reference price, NT$10.4. The price per share for private placement of common share is NT$8.32 ,equal to 80% of the reference price. It's conformed to the resolution of Extraordinary Shareholders'Meeting. |
|||
| The method for selecting the specific persons |
In accordance with Article 43-6 of the Securities and Exchange Act. |
|||
| In the reasons for the necessity for conducting the private placement |
Comparing to public offering, private placement of common stock can ensure the mobility and the timeliness of raising fund, and also reduce the cost of funding. |
|||
| The date of the price has been paid up in full |
Oct 15, 2018 |
|||
| Placee | Placee | Qualification | Shares | Relationship with the company |
| National Development Fund, Executive Yuan Delegate: Chiou Yih-Peng |
Article 43-6, paragraph 1, subparagraph 2 of the Securities and Exchange Act |
167,145,851 |
NA | |
| United Renewable Energy Co., Ltd Delegate: Chou Chung-Pin |
Article 43-6, paragraph 1, subparagraph 2 of the Securities and Exchange Act |
167,145,851 |
NA | |
| The actualprivateplacementprice | NT$8.32per share. | |||
| The discrepancy between actual privateprice and referenceprice |
The actual private placement price NT$8.32 is 80% of the reference price NT$10.4. |
|||
| Any effect of the private placement on shareholder equity |
The Securities and Exchange Act regulates the qualification of placee, 3-year limit of transference,so there is certainprotection on shareholder equity. 。 |
|||
| The status of utilization of the funds and the plan implementation progress |
To enrich working capital and refund the short-term loan. As of Dec. 31, 2020, the NTD$1,4921,375 thousand from private placement has been utilized. |
|||
| The realization of plan benefits | After capital increase, it would improve the financial structure, business operation and development,and benefit to the shareholders’ equity. |
Annex 4
United Renewable Energy Co., Ltd. The status of sound business plan
In Million of New Taiwan Dollars
| Quarter Account Names |
Fourth quarter of 2020 (Estimate) |
Fourth quarter of 2020 (Actual number) |
difference | Description | ||
| Amount | % | Amount | % | % | ||
| Operating Revenue | 10,381 | 100.0 |
2,716 |
100.0 |
(73.8) |
|
| Operating Costs | 10,156 | 97.8 |
3,400 |
125.3 | (66.50) |
Caused by provision for loss of |
idle inventory and construction in |
||||||
progress |
||||||
| Gross Profit (or Loss)) | 224 | 2.2 |
(683) |
(25.2) |
(404.5) |
- |
| Operating Expenses | 515 | 5.0 |
535 |
19.7 |
4 |
- |
| Other Income and Expenses | 0 | 0.0 | (1,978) | (72.8) | - | Mainly caused by provision for impairment of assets |
| Profit (or Loss) from Operations |
(290) | (2.8) |
(3,197) |
(17.7) | (1001.7) | - |
| Non-Operating Income and Expenses |
202 | 1.9 | (1,347) | (49.6) | (766.80) | Caused by loss of disposed idle assets |
| Net loss attributable to Shareholders of the parent |
(88) | (0.8) | (4,941) | (181.9) | (5,503.90) | Mainly caused by provision for |
non-recurring expense included but |
||||||
not limited to impairment and inventory evaluation |
| Quarter Account Names |
threeth quarter of 2020 (Estimate) |
threeth quarter of2020 (Actual number) |
difference | Description | ||
| Amount | % | Amount | % | % | ||
| Operating Revenue | 10,381 | 100 |
3,515 |
100 |
(66.1) |
|
| The revenue of battery from overseas | ||||||
sales declined significantly due to the |
||||||
effect of COVID-19; system sales |
||||||
delayed due to laws and regulation as |
||||||
well as COVID-19. |
||||||
| Operating Costs | 10,152 | 97.8 |
3,269 |
93.0 | (67.8) | - |
| Gross Profit (or Loss)) | 229 | 2.2 |
246 |
7.0 | 7.2 | - |
| Operating Expenses | 511 | 4.9 | 345 | 9.8 | (32.5) |
|
| It is caused by reduced freight charge | ||||||
and salary expense. |
||||||
| Other Income and Expenses | 0 | 0.00 | 13 |
0.4 | 0.00 | - |
| Profit (or Loss) from Operations |
(282) | (2.7) | (87) | (2.5) | (69.3) | - |
| Non-Operating Income and Expenses |
(140) | (1.4) | 244 | 6.9 | (273.6) |
It is mainly for disposition of equity gains in Chunan Plant A and VisEra Technologies Company Ltd. |
| Net loss attributable to Shareholders of the parent |
(422) | (4.1) | 142 | 4.0 | (133.7) |
- |
| Quarter Account Names |
second quarter of 2020 (Estimate) |
second quarter of2020 (Actual number) |
difference | Description | ||
| Amount | % | Amount | % | % | ||
| Operating Revenue | 9,202 | 100.0 |
3,293 |
100.0 |
(64.2) |
Battery and module revenue from |
overseas orders declined significantly |
||||||
due to the effect of COVID-19. |
||||||
| Operating Costs | 9,140 | 99.3 |
3,451 |
104.8 |
(62.2) |
- |
| Gross Profit (or Loss)) | 62 | 0.7 |
(158) |
(4.8) | (353.6) | It is mainly caused by the sales volume not as expected. |
| Operating Expenses | 521 | 5.7 |
416 |
12.6 |
(20.1) |
It is caused by reduced operating expense, freight charge and salary expense. |
| Other Income and Expenses | 0 | 0.0 |
(12) |
(0.4) | 0.0 | - |
| Profit (or Loss) from Operations |
(459) | (5.0) | (586) | (17.8) | 27.6 | - |
| Non-Operating Income and Expenses |
(58) | (0.6) | (57) | (1.7) | (1.6) | - |
| Net loss attributable to Shareholders of the parent |
(517) | (5.6) | (641) | (19.5) | 24.0 |
| Quarter Account Names |
first quarter of 2020 (Estimate) |
first quarter of2020 (Actual number) |
difference | Description | ||
| Amount | % | Amount | % | % | ||
| Operating Revenue | 7,028 | 100.0 |
2,987 |
100.0 |
(57.5) |
It was mainly caused by the shipments of outsourced and self-manufactured battery not as expected. |
| Operating Costs | 7,090 | 100.9 |
3,268 |
109.4 |
(53.9) |
|
| Gross Profit (or Loss)) | (62) | (0.9) | (281) | (9.4) | 355.6 | Affected by COVID, the sales to |
overseas markets was not as expected. |
||||||
| Operating Expenses | 513 | 7.3 |
463 |
15.5 |
(9.6) |
- |
| Other Income and Expenses | 0 | 0.0 |
(1) |
(0.0) | 0.0 | It is caused by less sales, the sales expense reduces compared to estimates and less depreciation. |
| Profit (or Loss) from Operations |
(575) | (8.2) | (745) | (25.0) | 29.7 | - |
| Non-Operating Income and Expenses |
5 | 0.1 |
39 |
1.3 |
648.6 |
The net gain or loss on disposals of investment increases compared to estimates. |
| Net loss attributable to Shareholders of the parent |
(569) | (8.1) | (700) | (23.4) | 23.0 |
Annex 5
Independent Auditors ’ Report
To the Board of Directors of United Renewable Energy Co., Ltd.:
Opinion
We have audited the financial statements of United Renewable Energy Co., Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2020, and the statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and its financial performance and its cash flows for the year ended December 31, 2020 in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows:
1. Revenue recognition
Please refer to note 4 (p) “Revenue recognition”for accounting policy and note 6 (v) “Revenue from contracts with customers” of the parent company only financial statements for further information.
Description of key audit matter:
The Company’s revenues are derived from the sales of solar modules and cells. Revenue recognition is also dependent on whether the specified sales terms in each individual contract are met. In consideration of the high volume of sales transactions, revenue recognition is one of the key areas our audit focused on.
3-3
How the matter was addressed in our audit:
Our principal audit procedures included: understanding of revenue recognition policies and assessing whether revenue recognition policies are appropriate based on sales terms and revenue recognition criteria; understanding the design and process of implementation of internal controls and testing operating effectiveness; testing selected sales samples and agreeing to customer orders, delivery note and related documentation supporting sales recognition; testing sales cut-off, on a sample basis, for transactions incurred within a certain period before or after the balance sheet date by reviewing related sales terms, inspecting delivery documents, and other related supporting document to evaluate whether the revenue was recorded in proper period.
- Assessment of impairment of non-financial assets
Please refer to note 4 (n) “Impairment of non-financial assets” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for impairment of non-financial assets” of the parent company only financial statements for further information.
Description of key audit matter:
The Company belongs to a high capital expenditure industry, and its production capacity relies on the customer needs. However, in an environment where market supply exceeds demand, product prices continue to decline. Therefore, the assessment of long-term non-financial asset impairment is important. The process of asset impairment assessment relies on the subjective judgment of the management. It is an accounting estimate with a high degree of uncertainty. Therefore, the assessment of impairment of non-financial assets is one of the key areas our audit focused on.
How the matter was addressed in our audit:
Our principal audit procedures included: assessing the cash-generating units recognized by the management that might have internal and external signs of impairment, and considering whether all assets that required annual impairment tests have been fully included in the assessment scope; evaluating whether the evaluation method used by the management to measure the recoverable amount of each cash-generating unit complies with the International Financial Reporting Standards, and reviewing its related calculations and various assumptions used, as well as conducting sensitivity analysis on important assumptions.
- Investment accounted for using the equity method
Please refer to note 4 (i) “Investment in subsidiaries ”for accounting policy and note 6 (g) “Investment accounted for using the equity method” of the parent company only financial statements for further information.
Description of key audit matter:
The Company invests in the construction of power plants via its subsidiaries, accounted for using the equity method. The assessment of impairment of the subsidiaries’property, plant and equipment, and the evaluation of the power plants under construction are affected by the market environment and government policies, resulting in uncertainties in the recoverability of its non-financial assets. Therefore, the investment accounted for using the equity method is one of the key areas our audit focused on.
How the matter was addressed in our audit:
Our principal audit procedures included: assessing the policies of investments accounted for using the equity method whether they comply with the government regulations; planning and auditing the 2020 financial reports of the investments accounted for using the equity method in accordance with the regulations of Taiwan Auditing Standards in order to recognize the investment gains and losses under the equity method; performing the abovementioned audit procedures related to the impairment of non-financial assets.
In addition, regarding the evaluation of the power plant under construction, the audit procedures include:
3-3
-
(a) Obtaining the comparative information of the total budget and actual accumulated expenditures of the projects currently under construction for the long-term equity investment, and understanding the completion progress of each power plant project and additional costs needed to be invested as of the reporting date.
-
(b) Reviewing the net realizable value of the power plants under construction as assessed by the management, including whether the evaluation method used complies with the International Financial Reporting Standards; checking the calculation of the net realizable value of the power plants under construction by the management, and evaluating the source of the estimated sales price.
Other Matter
We did not audit the financial statements of the Company as of December 31, 2019. Those financial statements were audited by other auditors who expressed an unqualified opinion with emphasis of matter and other matter paragraphs on those statements dated March 26, 2020.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’ s financial reporting process.
Auditor ’ s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
3-3
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investments accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Yung-Hua Huang.
KPMG
Taipei, Taiwan (Republic of China) March 25, 2021
UNITED RENEWABLE ENERGY CO., LTD.
Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| December 31, | 2020 | December 31, 2019 |
December 31, 2019 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Amount | % | Amount | % | Liabilities and Equity | Amount | % | Amount | % | ||||||
| Current assets: | Current liabilities: | ||||||||||||||
| 1100 | Cash and cash equivalents (note 6(a)) | $ | 3,605,677 |
13 | 4,842,610 | 12 | 2100 | Short-term borrowings (note 6(l)) | $ | 2,320,002 | 9 | 2,688,848 | 7 | ||
| 1110 | Financial assets at fair value through profit or loss - current (note 6(b)) | 2,714 | - | 2,392 | - | 2120 | Financial liabilities at fair value through profit or loss - current (note 6(b)) | 5,437 | - | 755 | - | ||||
| 1120 | Financial assets at fair value through other comprehensive | 114,715 | - | 114,414 | - | 2130 | Contract liabilities - current (notes 6(v) and 7) | 261,976 | 1 | 252,409 | 1 | ||||
| income - current (note 6(c)) | 2170 | Notes and accounts payable | 1,164,553 | 4 | 1,162,458 | 3 | |||||||||
| 1140 | Contract assets - current (notes 6(v) and 7) | - | - | 45,940 | - | 2180 | Accounts payable to related parties (note 7) | 166,180 | 1 | 355,607 | 1 | ||||
| 1170 | Notes and accounts receivable, net (notes 6(e) and (v)) | 1,815,386 | 7 | 1,461,274 | 4 | 2280 | Lease liability - current (note 6(n)) | 10,610 | - | 13,077 | - | ||||
| 1180 | Accounts receivable from related parties (notes 6(e) and 7) | 155,970 | 1 | 391,540 | 1 | 2320 | Current portion of long-term liabilities (note 6(m)) | 2,335,756 | 9 | 2,412,274 | 6 | ||||
| 1200 | Other receivables | 19,793 | - | 292,525 | 1 | 2399 | Other current liabilities (notes 6(o) and 7) | 1,591,973 | 5 | 1,185,968 | 3 | ||||
| 1210 | Other receivables from related parties (note 7) | 403,188 | 1 | 566,577 | 2 | Total current liabilities | 7,856,487 | 29 | 8,071,396 | 21 | |||||
| Non-Current liabilities: | |||||||||||||||
| 130X | Inventories (note 6(f)) | 1,487,041 | 6 | 2,206,693 | 6 | 2540 | Long-term borrowings (note 6(m)) | 3,088,571 | 11 | 9,443,162 | 24 | ||||
| 1410 | Prepayments (notes 7 and 9) | 319,866 | 1 | 336,000 | 1 | 2580 | Lease liability - non-current (note 6(n)) | 258,841 | 1 | 384,067 | 1 | ||||
| 1476 | Other financial assets (note 8) | 1,020,807 | 4 | 418,076 | 1 | 2650 | Credit balance of investments accounted for using equity method (note | 1,279,873 | 5 | 264,541 | 1 | ||||
| 1479 | Other current assets | 197,833 | 1 | 544,317 | 1 | 6(g)) | |||||||||
| Total current assets | 9,142,990 | 34 | 11,222,358 | 29 | 2670 | Other non-current liabilities (notes 6(o) and (r)) | 258,907 | 1 | 217,626 | - | |||||
| Non-current assets: | Total non-current liabilities | 4,886,192 | 18 | 10,309,396 | 26 | ||||||||||
| 1517 | Financial assets at fair value through other comprehensive | 249,676 | 1 | 2,323,725 | 6 | Total liabilities | 12,742,679 | 47 | 18,380,792 | 47 | |||||
| income - non-current (notes 6(c) and 8) | Equity (note 6(s)) | ||||||||||||||
| 1535 | Financial assets at amortized cost - non-current (note 6(d)) | 140,475 | 1 | 149,975 | - | 3110 | Ordinary shares | 26,650,863 | 99 | 26,653,375 | 68 | ||||
| 1550 | Investments accounted for using the equity method (notes 6(g) and 8) | 4,819,040 | 18 | 8,942,776 | 23 | 3200 | Capital surplus | 7,877 | - | 118,989 | - | ||||
| 1600 1755 |
Property, plant and equipment (notes 6(h), 7 and 8) Right-of-use assets (note 6(i)) |
4,439,234 192,327 |
16 1 |
10,151,154 391,844 |
26 1 |
3350 3400 3500 |
Accumulated deficit Other equity Treasury shares |
(11,581,063) (802,046) (18,699) |
(43) (3) - |
(6,000,644) (31,028) (18,699) |
(15) - - |
||||
| 1760 | Investment property (note 6(j)) | 2,741,259 | 10 | - | - | Total equity | 14,256,932 | 53 | 20,721,993 | 53 | |||||
| 1780 | Intangible assets (note 6(k)) | 1,924 | - | 4,234 | - | ||||||||||
| 1840 | Deferred tax assets (note 6(r)) | 622,822 | 2 | 621,087 | 2 | ||||||||||
| 1915 | Prepayments - non-current (notes 7 and 9) | 1,942,715 | 7 | 2,140,674 | 5 | ||||||||||
| 1920 | Refundable deposits | 706,987 | 3 | 847,319 | 2 | ||||||||||
| 1942 | Other receivables from related parties - non-current (note 7) | 2,000,162 | 7 | 2,186,254 | 6 | ||||||||||
| 1990 | Other non-current assets (note 8) | - | - | 121,385 | - | ||||||||||
| Total non-current assets | 17,856,621 | 66 | 27,880,427 | 71 | Total liabilities and equity | $ | 26,999,611 | 100 | 39,102,785 | 100 | |||||
| Total assets | $ | 26,999,611 |
100 | 39,102,785 | 100 | ||||||||||
| December 31, 2020 | December 31, 2019 |
UNITED RENEWABLE ENERGY CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Net operating revenues (notes 6(v) and 7) 5110 Operating costs (notes 6(f)(t), 7 and 12) 5900 Gross loss from operations 5920 Add:Realized profit from sales 5950 Realized gross loss Operating expenses (notes 6(e)(t) and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss (reversal of impairment loss) on trade receivable Total operating expense 6500 Other income and expenses Loss from operations Non-operating income and expenses: 7010 Other income (notes 6(x) and 7) 7020 Other gains and losses (notes 6(g)(h) and (x)) 7050 Finance costs (note 6(n)) 7060 Share of gain (loss) of subsidiaries and associates accounted for using equity method (note 6(g)) 7100 Interest income Loss before income tax 7950 Less: income tax expense (note 6(r)) 8200 Net loss 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gain(loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive income(loss) of subsidiaries accounted for using equity method 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign statements 8380 Share of other comprehensive income(loss) of subsidiaries accounted for using equity method 8300 Total other comprehensive income (loss) Total comprehensive loss Loss per share 9750 Basic loss per share (NT dollars) (note 6(u)) |
2020 | % 100 103 |
2019 | % 100 105 |
|---|---|---|---|---|
| Amount $ 10,716,898 11,052,705 |
Amount 14,911,766 15,687,440 |
|||
(335,807) 24,147 |
(3) - |
(775,674) 52,618 |
(5) - |
|
(311,660) |
(3) |
(723,056) |
(5) |
|
321,263 775,609 154,162 (14,875) |
3 7 2 - |
765,350 878,522 161,832 (5,598) |
5 6 1 - |
|
1,236,159 |
12 |
1,800,106 |
12 |
|
(891,547) |
(8) |
(1,132,505) |
(7) |
|
(2,439,366) |
(23) |
(3,655,667) |
(24) |
|
311,704 (157,592) (349,226) (3,517,700) 13,165 |
3 (1) (3) (33) - |
208,103 (142,958) (553,899) (1,581,970) 40,802 |
2 (1) (4) (11) - |
|
(3,699,649) |
(34) |
(2,029,922) |
(14) |
|
(6,139,015) - |
(57) - |
(5,685,589) 476 |
(38) - |
|
| (6,139,015) | (57) |
(5,686,065) | (38) |
|
125,711 (11,966) (327,526) (46,042) |
1 - (3) - |
792,673 10,748 (175,050) 209,029 |
5 - (1) 1 |
|
(259,823) |
(2) |
837,400 |
5 |
|
$ (6,398,838) |
(59) |
(4,848,665) |
(33) |
|
$ |
(2.31) |
(2.26) |
UNITED RENEWABLE ENERGY CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Net loss for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Other changes in capital surplus: Offset of deficit against capital surplus Issuance of new shares Compensation cost of employee shares options Compensation cost of restricted shares for employees Distribution of restricted shares for employees Cancellation of restricted shares for employees Disposal of investments in equity instruments at fair value through other comprehensive income Changes in equity of associates and joint ventures accounted for using equity method Balance at December 31, 2019 Net loss for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) for the year ended December 31, 2020 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method Offset of deficit against capital surplus Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Compensation cost of restricted shares for employees Distribution of restricted shares for employees Cancellation of restricted shares for employees Disposal of investments in equity instruments at fair value through other comprehensive income Adjustments to capital surplus and retained earnings for changes in subsidiaries equity Balance at December 31, 2020 |
Share capital | Capitalsurplus 1,011,023 |
Accumulated deficits |
Other equity | Unearned employees benefits (16,586) |
Treasury shares | Totalequity | ||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares $ 25,157,599 |
Exchange differences on translation of foreign financial statements (330,085) |
Unrealized gains (loss) on financial assets at fair value through other comprehensive income (527,897) |
|||||||
| (18,699) | 24,599,643 |
||||||||
- - |
- - |
(5,686,065) - |
- 33,979 |
- 803,421 |
- - |
- - |
(5,686,065) 837,400 |
||
| - | - | (5,686,065) | 33,979 |
803,421 |
- | - | (4,848,665) |
||
| - 1,500,000 - - 22,050 (26,274) - - |
(369,468) (522,000) 3,638 333 (4,741) 204 - - |
369,468 - - - - - (7,968) (367) |
- - - - - - - - |
- - - - - - 7,968 - |
- - - 8,483 (17,309) 6,998 - - |
- - - - - - - - |
- 978,000 3,638 8,816 - (19,072) - (367) |
||
| 26,653,375 | 118,989 | (6,000,644) |
(296,106) | 283,492 | (18,414) | (18,699) | 20,721,993 |
||
- - |
- - |
(6,139,015) - |
- (373,568) |
- 113,745 |
- - |
- - |
(6,139,015) (259,823) |
||
| - | - | (6,139,015) | (373,568) |
113,745 |
- | - | (6,398,838) |
||
| - - - - - 7,950 (10,462) - - |
7,819 (123,629) - 473 - 1,201 1,429 - 1,595 |
- 123,629 (84,834) - - (1,591) - 522,193 (801) |
- - - - - - - - - |
- - - - - - - (522,193) - |
- - - - 12,558 (7,560) 6,000 - - |
- - - - - - - - - |
7,819 - (84,834) 473 12,558 - (3,033) - 794 |
||
| $ 26,650,863 |
7,877 |
(11,581,063) |
(669,674) | (124,956) | (7,416) | (18,699) | 14,256,932 |
- 24 -
UNITED RENEWABLE ENERGY CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Loss before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net loss(gain) on financial assets or liabilities at fair value through profit or loss Finance cost Interest income Dividends income Compensation cost of restricted shares for employees Share of loss of subsidiaries and associates accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss (gain) on disposal of investments Impairment loss on property, plant and equipment Impairment loss on prepayment Compensation cost of employee shares options Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Contract assets - current Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventory Prepayments (including non-current) Other current assets Contract liabilities - current Notes and accounts payable (including related parties) Provisions Other current liabilities Total changes in operating assets and liabilities Cash inflow generated from (used in) operations Income taxes received (paid) Net cash flows generated from (used in) operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of associates Proceeds from disposal of subsidiaries Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease (increase) in other receivables from related parties Decrease (increase) in other financial assets Interest received Dividends received Net cash flows generated from investing activities Cash flows from financing activities: Decrease in short-term loans Decrease in short-term bills payable Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Proceeds from issuance of ordinary shares Interest paid Net cash used in financing activities Effect of exchange rate changes Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ (6,139,015) 1,315,807 2,310 (14,875) 4,360 349,226 (13,165) (89,028) 10,826 3,517,700 (188,040) (80,408) 891,547 116,788 - 68,988 |
2019 (5,685,589) 2,217,292 3,864 12,753 (1,637) 553,899 (40,802) (73,953) (301) 1,581,970 12,120 138,117 1,120,558 1,766 3,638 59,966 |
|---|---|---|
5,892,036 |
5,589,250 |
|
45,940 (401,747) 248,106 276,824 217,577 624,694 99,577 345,012 9,567 (78,459) 95,058 313,139 |
(32,559) 510,705 164,402 (314,935) 132,985 (436,371) 73,186 60,933 60,102 (435,653) (130,063) (488,695) |
|
1,795,288 |
(835,963) |
|
1,548,309 1,472 |
(932,302) (187) |
|
1,549,781 |
(932,489) |
|
(48,840) 2,241,455 6,470 (872,430) 705,876 110,746 1,250,081 (25,940) 1,059,800 140,332 - (479,705) 6,136 159,138 |
- - - (634,695) - 150,066 - (213,174) 269,968 (21,724) (74,976) 3,548,462 49,263 114,067 |
|
4,253,119 |
3,187,257 |
|
(282,273) - - 1,562,610 (7,960,609) 55,779 (25,666) - (335,865) |
(3,416,844) (79,963) (3,728,400) 12,365,564 (10,243,976) 4,539 (19,196) 978,000 (521,422) |
|
(6,986,024) |
(4,661,698) |
|
(53,809) |
(36,937) |
|
(1,236,933) 4,842,610 |
(2,443,867) 7,286,477 |
|
$ 3,605,677 |
4,842,610 |
- 25 -
Independent Auditors ’ Report
To the Board of Directors of United Renewable Energy Co., Ltd.:
Opinion
We have audited the consolidated financial statements of United Renewable Energy Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows.
1. Revenue recognition
Please refer to note 4 (q) “Revenue recognition” for accounting policy and note 6 (y) “Revenue from contracts with customers” of the consolidated financial statements for further information.
Description of key audit matter:
The Group’s revenues are derived from the sales of solar modules, power plant and cells. Revenue recognition is also dependent on whether the specified sales terms in each individual contract are met. In consideration of the high volume of sales transactions generated from world-wide operations, revenue recognition is one of the key areas our audit focused on.
- 26 -
How the matter was addressed in our audit:
Our principal audit procedures included: understanding of revenue recognition policies and assessing whether revenue recognition policies are appropriate based on sales terms and revenue recognition criteria; understanding the design and process of implementation of internal controls and testing operating effectiveness; testing selected sales samples and agreeing to customer orders, delivery note and related documentation supporting sales recognition; testing sales cut-off, on a sample basis, for transactions incurred within a certain period before or after the balance sheet date by reviewing related sales terms, inspecting delivery documents, and other related supporting document to evaluate whether the revenue was recorded in proper period.
- The valuation of power plants under construction
Please refer to note 4 (h) “Inventory” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for valuation of power plants under construction”of the consolidated financial statements for further information.
Description of key audit matter:
The Group developed its power plants under construction and sold them to earn profits. Therefore, the project revenue of the power plants under construction and the estimated marketable price are deemed essential by the Group, the valuation of power plants under construction is one of the key areas our audit focused on.
How the matter was addressed in our audit:
Our principal audit procedures included: obtaining the comparative information of the total budget and actual accumulated expenditures of the projects currently under construction for the long-term equity investment and understanding the completion progress of each power plant project and additional costs needed to be invested as of the reporting date; reviewing the net realizable value of the power plants under construction as assessed by the management, including whether the evaluation method used complies with the International Financial Reporting Standards; checking the calculation of the net realizable value of the power plants under construction by the management, and evaluating the source of the estimated sales price.
- Assessment of impairment of non-financial assets
Please refer to note 4 (o) “Impairment of non-financial assets” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for impairment of non-financial assets” of the consolidated financial statements for further information.
Description of key audit matter:
The Group belongs to a high capital expenditure industry, and its production capacity relies on the customer needs. However, in an environment where market supply exceeds demand, product prices continue to decline. Therefore, the assessment of long-term non-financial asset impairment is important. The process of asset impairment assessment relies on the subjective judgment of the management. It is an accounting estimate with a high degree of uncertainty. Therefore, the assessment of impairment of non-financial assets is one of the key areas our audit focused on.
How the matter was addressed in our audit:
Our principal audit procedures included: assessing the cash-generating units recognized by the management that might have internal and external signs of impairment, and considering whether all assets that required annual impairment tests have been fully included in the assessment scope; evaluating whether the evaluation method used by the management to measure the recoverable amount of each cash-generating unit complies with the International Financial Reporting Standards, and reviewing its related calculations and various assumptions used, as well as conducting sensitivity analysis on important assumptions.
- 27 -
Other Matter
We did not audit the consolidated financial statements of the Group as of December 31, 2019. Those financial statements were audited by other auditors who expressed an unqualified opinion with emphasis of matter and other matter paragraphs on those statements dated March 26, 2020.
The Group has prepared its parent company only financial statements as of and for the years ended December 31, 2020 and 2019, on which we and other auditors expressed an unqualified opinion and an unqualified opinion with emphasis of matter and other matter paragraphs, respectively.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation developed by IFRIC or SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
28 -
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng Chien Chen and Yung Hua Huang.
KPMG
Taipei, Taiwan (Republic of China) March 25, 2021
- 29 -
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss - current (note 6(b)) 1120 Financial assets at fair value through other comprehensive income - current (note 6(c)) 1140 Contract assets - current (notes 6(y) and 7) 1170 Notes and accounts receivable, net (note 6(e)) 1180 Accounts receivable from related parties, net (notes 6(e) and 7) 1200 Other receivables 1210 Other receivables from related parties (note 7) 130X Inventories (notes 6(f) and 8) 1410 Prepayments (notes 7 and 9) 1476 Other financial assets (note 8) 1479 Other current assets Total current assets Non-current assets: 1510 Financial assets at fair value through profit or loss - non-current (notes 6(b) and (o)) 1517 Financial assets at fair value through other comprehensive income - non-current (notes 6(c) and 8) 1535 Financial assets at amortized cost - non-current (note 6(d)) 1550 Investments accounted for using the equity method (notes 6(g), 7 and 8) 1600 Property, plant and equipment (notes 6(i), 7 and 8) 1755 Right-of-use assets (note 6(j)) 1760 Investment property, net (note 6(k)) 1780 Intangible assets (note 6(l)) 1840 Deferred tax assets (note 6(u)) 1915 Prepayments - non-current (notes 7 and 9) 1920 Refundable deposits (note 8) 1942 Other receivables from related parties - non-current (note 7) 1990 Other non-current assets (note 8) Total non-current assets |
December 31, 2020 Amount % $ 4,954,658 15 2,714 - 114,715 - 175,041 1 2,078,846 6 206,901 1 174,376 1 785,448 2 3,517,082 11 737,746 2 1,107,101 3 246,734 1 |
December 31, 2019 Amount % 6,371,316 14 2,392 - 114,414 - 483,247 1 2,060,117 4 515,469 1 153,196 - 656,913 1 4,944,580 11 752,686 2 617,391 1 830,607 2 17,502,328 37 268,379 1 2,411,482 5 149,975 - 2,130,415 5 19,064,958 40 981,114 2 - - 115,357 - 1,056,550 2 2,184,811 5 911,486 2 23,041 - 426,588 1 29,724,156 63 Total assets Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(m)) 2110 Short-term bills payable (note 6(n)) 2120 Financial liabilities at fair value through profit or loss - current (note 6(b)) 2130 Contract liabilities - current (notes 6(y) and 7) 2170 Notes and accounts payable 2280 Lease liability - current (note 6(q)) 2320 Current portion of long-term borrowings, preference share liabilities and bonds payable (notes 6(o) and (p)) 2399 Other current liabilities (note 6(r) and 7) Total current liabilities Non-Current liabilities: 2500 Financial liabilities at fair value through profit or loss - non-current (notes 6(b) and (o)) 2540 Long-term borrowings (note 6(o)) 2580 Lease liability - non-current (note 6(q)) 2635 Preference share liabilities - non-current (note 6(p)) 2670 Other non-current liabilities (notes 6(r) and (u)) Total non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(v) and (w)) 3110 Ordinary shares 3200 Capital surplus 3350 Accumulated deficit 3400 Other equity 3500 Treasury shares Total equity attributable to owners of parent 36XX Non-controlling interests Total equity Total liabilities and equity |
$ 32,460,701 100 47,226,484 100 |
$ 32,460,701 100 47,226,484 100 |
$ 32,460,701 100 47,226,484 100 |
|
|---|---|---|---|---|---|---|
December 31, 2020 |
||||||
Amount |
% |
Amount |
||||
14,101,362 43 |
||||||
182,058 1 276,774 1 140,475 - 176,322 1 10,450,989 32 568,497 2 2,741,260 8 70,317 - 639,924 2 1,979,465 6 732,696 2 21,581 - 378,981 2 |
||||||
18,359,339 57 |
||||||
- 30 -
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Net operating revenues (notes 6(y) and 7) 5110 Operating costs (notes 6(f)(q)(t), 7 and 12) 5900 Gross loss from operations 5920 Add: Realized(unrealized) profit from sales 5950 Realized gross loss Operating expenses (notes 6(e)(q)(t) and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss (reversal of impairment loss) on trade receivable Total operating expense 6500 Other income and expenses(note 6(i)) Loss from operations Non-operating income and expenses: 7010 Other income (notes 6(d)(s)(aa) and 7) 7020 Other gains and losses (notes 6(g)(h) and (aa)) 7050 Finance costs (note 6(q)) 7060 Share of gain (loss) of associates and joint ventures accounted for using equity method (note 6(g)) 7100 Interest income Loss before income tax 7950 Less: Income tax expense (note 6(u)) 8200 Net loss 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gain(loss) on investments in equity instruments at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign statements 8300 Total other comprehensive income (loss) Total comprehensive income (loss) Net loss attributable to: Shareholders of the parent Non-controlling interests Total comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests Loss per share 9750 Basic loss per share (NT dollars) (note 6(x)) |
2020 | % 100 107 |
2019 | % 100 105 |
|---|---|---|---|---|
| Amount $ 12,511,034 13,443,714 |
Amount 18,139,112 19,121,643 |
|||
(932,680) 56,204 |
(7) - |
(982,531) (1,792) |
(5) - |
|
(876,476) |
(7) |
(984,323) |
(5) |
|
514,828 1,090,358 176,893 (22,405) |
4 9 1 - |
1,090,967 1,167,887 218,674 (6,593) |
6 7 1 - |
|
1,759,674 |
14 |
2,470,935 |
14 |
|
(1,978,107) |
(16) |
(1,766,692) |
(10) |
|
(4,614,257) |
(37) |
(5,221,950) |
(29) |
|
347,489 (802,967) (651,941) (31,686) 17,930 |
3 (7) (5) - - |
241,234 282,582 (874,294) (187,589) 53,461 |
1 2 (5) (1) - |
|
1,121,175 |
(9) |
(484,606) |
(3) |
|
(5,735,432) 426,875 |
(46) 3 |
(5,706,556) 62,633 |
(32) - |
|
(6,162,307) |
(49) |
(5,769,189) |
(32) |
|
113,745 (422,528) |
1 (4) |
803,421 16,651 |
5 - |
|
(308,783) |
(3) |
820,072 |
5 |
|
$ (6,471,090) |
(52) |
(4,949,117) |
(27) |
|
$ (6,139,015) (23,292) |
(49) - |
(5,686,065) (83,124) |
(31) (1) |
|
$ (6,162,307) |
(49) |
(5,769,189) |
(32) |
|
$ (6,398,838) (72,252) |
(51) (1) |
(4,848,665) (100,452) |
(27) - |
|
$ (6,471,090) |
(52) |
(4,949,117) |
(27) |
|
$ |
(2.31) |
(2.26) |
- 31 -
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Effect of retrospective application Balance at January 1, 2019 as restated Net loss for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Other changes in capital surplus: Offset of deficit against capital surplus Issuance of new shares Distribution of restricted shares for employees Non-controlling interests Disposal of investments in equity instruments at fair value through other comprehensive income Compensation cost of restricted shares for employees Cancellation of restricted shares for employees Changes in equity of associates and joint ventures accounted for using equity method Compensation costs of employee shares options Balance at December 31, 2019 Net loss for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) for the year ended December 31, 2020 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using the equity method Offset of deficit against capital surplus Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Non-controlling interests Distribution of restricted shares for employees Cancellation of restricted shares for employees Disposal of investments in equity instruments at fair value through other comprehensive income Adjustments to capital surplus and retained earnings for changes in subsidiaries’ equity Compensation cost of restricted shares for employees Balance at December 31, 2020 |
Attributable to ow | Attributable to ow | ners of parent | Total equity attributable to owners of parent 24,907,012 (307,369) |
Non-controll ing interest |
Total equity 25,805,011 (341,542) |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus 1,011,023 - |
Accumulated deficits |
Other equity |
Unearned employees benefits (16,586) - |
Treasury shares (18,699) - |
||||||
Ordinary shares $ 25,157,599 - |
Exchange differences on translation of foreign financial statements (328,960) (1,125) |
Unrealized gains (loss) on financial assets at fair value through other comprehensive income (527,897) - |
|||||||||
897,999 (34,173) |
|||||||||||
| 25,157,599 | 1,011,023 |
(675,712) |
(330,085) |
(527,897) | (16,586) | (18,699) | 24,599,643 |
863,826 |
25,463,469 |
||
- - |
- - |
(5,686,065) - |
- 33,979 |
- 803,421 |
- - |
- - |
(5,686,065) 837,400 |
(83,124) (17,328) |
(5,769,189) 820,072 |
||
| - | - | (5,686,065) | 33,979 |
803,421 |
- | - | (4,848,665) |
(100,452) |
(4,949,117) |
||
| - 1,500,000 22,050 - - - (26,274) - - |
(369,468) (522,000) (4,741) - - 333 204 - 3,638 |
369,468 - - - (7,968) - - (367) - |
- - - - - - - - - |
- - - - 7,968 - - - - |
- - (17,309) - - 8,483 6,998 - - |
- - - - - - - - - |
- 978,000 - - - 8,816 (19,072) (367) 3,638 |
- - - (1,499) - - - 367 - |
- 978,000 - (1,499) - 8,816 (19,072) - 3,638 |
||
| 26,653,375 | 118,989 |
(6,000,644) | (296,106) |
283,492 | (18,414) | (18,699) | 20,721,993 |
762,242 | 21,484,235 |
||
- - |
- - |
(6,139,015) - |
- (373,568) |
- 113,745 |
- - |
- - |
(6,139,015) (259,823) |
(23,292) (48,960) |
(6,162,307) (308,783) |
||
| - | - | (6,139,015) | (373,568) |
113,745 |
- | - | (6,398,838) |
(72,252) |
(6,471,090) |
||
| - - - - - 7,950 (10,462) - - - |
7,819 (123,629) - 473 - 1,201 1,429 - 1,595 - |
- 123,629 (84,834) - - (1,591) - 522,193 (801) - |
- - - - - - - - - - |
- - - - - - - (522,193) - - |
- - - - - (7,560) 6,000 - - 12,558 |
- - - - - - - - - - |
7,819 - (84,834) 473 - - (3,033) - 794 12,558 |
- 7,819 - - 84,834 - (473) - (7,970) (7,970) - - - (3,033) - - 801 1,595 - 12,558 |
|||
| $ 26,650,863 |
7,877 | (11,581,063) | (669,674) | (124,956) | (7,416) |
(18,699) | 14,256,932 |
767,182 15,024,114 |
- 32 -
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Loss before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net (gain) loss on financial assets or liabilities at fair value through profit or loss Finance cost Interest income Dividends income Compensation cost of restricted shares for employees Compensation cost of employee shares options Share of loss of associates and joint ventures accounted for using the equity method Loss (Gain) on disposal of property, plant and equipment and power facilities business held for sale Gain on disposal of investments Impairment loss on property, plant and equipment Impairment loss on intangible assets Impairment loss on prepayment Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Contract assets - current Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventory Prepayments (including non-current) Other current assets Contract liabilities - current Notes and accounts payable (including related parties) Provisions Other current liabilities Total changes in operating assets and liabilities Cash inflow generated from (used in) operations Income taxes paid Net cash flows generated from (used in) operating activities Cash flows from investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Proceeds from disposal of associates Proceeds from disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment and power facilities business held for sale Decrease in refundable deposits Increase in other receivables from related parties Acquisition of intangible assets Decrease (increase) in other financial assets Decrease (increase) in other non-current assets Interest received Dividends received Net cash flows generated from investing activities Cash flows from financing activities: Decrease in short-term loans Increase (decrease) in short-term bills payable Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Repayments of preference share liabilities Payment of lease liabilities Proceeds from issuance of ordinary shares Interest paid Others Net cash used in financing activities Effect of exchange rate changes Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ (5,735,432) 2,058,233 8,900 (22,405) 5,508 651,941 (17,930) (89,028) 10,826 - 31,686 598,885 (204,861) 1,977,516 591 116,788 451,479 |
2019 (5,706,556) 3,348,315 22,933 23,504 (74,862) 874,294 (55,982) (75,153) (301) 3,638 187,589 11,988 (212,773) 1,617,369 137,904 1,766 (49,675) |
|---|---|---|
5,578,129 |
5,760,554 |
|
308,206 (49,122) 312,647 83,252 352,681 801,045 94,512 419,515 25,079 (148,907) 88,784 113,888 |
(386,630) 521,608 24,373 123,076 390,026 (376,619) (43,799) (26,317) (21,420) (518,495) (128,904) (792,414) |
|
2,401,580 |
(1,235,515) |
|
2,244,277 (25,660) |
(1,181,517) (43,209) |
|
2,218,617 |
(1,224,726) |
|
2,241,455 6,470 (30,000) 1,873,903 247,957 (254,697) 1,132,792 157,224 - - (504,920) (10,839) 13,300 95,577 |
6,755 - - - 747,551 (691,430) 8,580 97,448 (11,360) (564) 3,341,546 40,864 64,431 90,360 |
|
4,968,222 |
3,694,181 |
|
(422,748) (241,200) - 1,768,160 (8,703,728) (17,978) (80,518) - (596,186) 54,732 |
(3,843,502) 139,022 (3,728,400) 13,150,879 (11,406,920) (4,923) (59,470) 978,000 (846,638) 4,870 |
|
(8,239,466) |
(5,617,082) |
|
(364,031) |
(36,902) |
|
(1,416,658) 6,371,316 |
(3,184,529) 9,555,845 |
|
$ 4,954,658 |
6,371,316 |
- 33 -
Annex 6
United Renewable Energy Co., Ltd. Appropriation of Loss Statement Year 2020
| Year 2020 | ||
|---|---|---|
| Unit: NT$ | ||
| Item | Amount | |
| Total | Grand Total | |
| Initial cumulative undistributed earnings | (5,877,014,502) | |
| Current period after-tax net loss | (6,139,014,767) | |
| Disposal of financial assets as fair value through other comprehensive income |
522,192,838 |
|
| The disposed difference between the equity price and accounted value ofsubsidiary |
(84,833,543) |
|
| Limit employees' equity shares to be issued with | ||
(1,590,675) |
||
| discount | ||
| Difference between the price of subsidiary and net value that the capital was not increased by the proportion holding shares |
(802,278) |
|
| Amount to be compensated this year | (11,581,062,927) | |
| Current year compensation items | ||
| Statutory surplus reserve | 0 | |
| Capital reserve-Long-term investment not recognized pursuant to proportionsholding shares |
1,594,591 |
|
| Capital reserve -Subsidiary's variation of ownership and equityrecognized |
473,208 |
|
| Capital reserve- Recognizedvariationof the net value of affiliates and joint venture equity withequitymethod |
7,819,458 |
|
| Amount to be compensated after this year | (11,571,175,670) | |
| Note: Company's loss is compensated by capital reserve -Long-term investment not recognized pursuant to proportions holding sharesNT$1,594,591, capital reserve - Subsidiary's variation of ownership and equity recognized NT$473,208, capital reserve - Recognizedvariationof the net value of affiliates and joint venture equity with equity method NT$7,819,458. After compensation, the amount to be compensated is NT$11,571,175,670. |
- 34 -
Annex 7
United Renewable Energy Co., Ltd. Director (Includes Independent Director) Candidates
| Position | Name | Major Education/ Work Experience |
Current Occupation | The name of the government or legal person represented |
Shareholdings |
|---|---|---|---|---|---|
| Director | Hong, Chum-Sam |
1.Ph.D.,of Electrical Engineering National Tsing Hua University 2.Chairman&CEO, Neo Solar Power Corp. 3.Vice General Manager & Head of Plant, Kwanghua Amorphous Silicon Co., Ltd. 4.Battery Pack of Materials Research Institute, Institute of Industrial Technology/Leader of Film Team. 5.Host of Power Subsystem, Space Program by the National Space Center. 6.Was honored as the highest in the international solar cells field, PVSEC-23 Special Award, Academician of Asia Pacific Institute of Materials. |
1.Chairman,United Renewable Energy Co., Ltd 2.Director,V5 Technologies Co., Ltd |
- |
2,411,945 |
| Director | Lin, Kun-Si | 1.Ph.D., Business Administration, University of Kentucky, USA. 2.MBA, National Chiao Tung University, Taiwan. 3.Bachelor, Electronic Engineering, National Chiao Tung University, Taiwan. 4.Chairman&CEO, Neo Solar Power Corp. 5.Senior Vice President,TSMC. |
1.Chairman,Rafael Microelectronics, Inc. 2.Chairman,V5 Technologies Co., Ltd |
- |
3,675,187 |
| Director | Pan,Wen-Whe | 1. PhD. Fiber&Polymer Eng., North Carolina State Unniversity 2.Director&General Manager ,Gintech Energy Corporation. 3.General Manager, So Yang Enterprise Co., Ltd. 4.Director Engineering & Lab. Supervisor, Sumitomo Electric Industries, Ltd. (US). 5.Director,Ecove Environment Corporation . 6.Director,Ecove Solar Energy Corporation. |
1.Director&CEO,United Renewable Energy Co., Ltd 2.Director, Zhong-Wei Investment Co,.Ltd |
- |
2,848,476 |
| Director | Lin,Wen-Yuan | 1.Master of Graduate School of Civil Engineering,University of Hawaii, USA. 2.Vice Chairman,Commission of |
1.Chairman, Eastern Broadcasting Co., Ltd. 2.Chairman,Taiwan Styrene Monomer |
- |
- |
35
| Position | Name | Major Education/ Work Experience |
Current Occupation | The name of the government or legal person represented |
Shareholdings |
|---|---|---|---|---|---|
| National Corporations. Ministry of Economic Affairs. 3.Chairman,Taiwan Power Company. 4.Chairman,Taiwan Cogeneration Corporation 6.Chairman,China Steel Corporation. |
3.Chairman, Yangmingshan Tien Lai. Resort & Spa. |
||||
| Director | Liu,Kong-Hsin | 1.National Taiwan Ocean University Department of Shipping & Ttansportation Management. 2.Assistant Vice President, Formosa Plastics Group. 3.Director, Formosa Chenicals & Fibre Corporation. 4.Chairman ,Solartech Energy Corp. |
1President, Long Deed Corporation 2.Independent Director, Keysheen (Cayman) Holdings Co., Limited 3.Director, Taiwan Speciality Chemicals Corp. 4.Director,Top Green Energy Technologies Inc |
Long deed corporation |
1,765,165 |
| Director | Faa-Jeng Lin | 1.Ph. D., Electrical Engineering, National Tsing-Hua University 2.IEEE Fellow. 3 Member, Science and Technology Policy Advisory Office, Board of Science & Technology, Executive Yuan, Taiwan. 4.Director, Joint Research Center, National Central University |
1.Chair Professor, Dept. of Electrical Engineering, Dean, College of Electrical Engineering and Computer Science, National Central University 2.Executive Director. Taiwan Power Company |
National Development Fund, Executive Yuan |
175,119,300 |
| Director | Chou Chung-Pin |
1.Master of Industrial Management , National Taiwan University of Science and Technology. 2.Industrial Development Bureau Division Director |
Industrial Development Bureau Secretary General |
Yaohua Glass Co., Ltd. Management Commission |
167,145,851 |
| Director | Chiang, Wen-Hsing |
1.National Chung Cheng University Department of Finance Master's degree. 2.National Tsing Hua University Department of Materials Science and Engineering Bachelor's degree. 3.Delta Electronics, Inc. Power and system BG DC power BU Sr. Director. 4.Taiwan Optoelectronic Semiconductor Industry Association Vice-Chairman3.Delta Electronics, Inc. Power and system BG DC power BU Sr. Director. |
General Manager Building Automation Solutions BU Delta Electronics, Inc, |
- |
- |
36
| Position | Name | Major Education/ Work Experience |
Current Occupation | The name of the government or legal person represented |
Shareholdings |
|---|---|---|---|---|---|
| 5.Photonics Industry & Technology Development Association Supervisor. 6.TOSIA Vice Chairman. |
|||||
| Independent Director |
Chang Jing-Shin |
1.Ph.D.,National Tsing Hua University. 2.Assistant Professor,National Chi Nan University. |
- |
- |
- |
| Independent Director |
Tsai Ming-Fang |
1Ph.D.,degrees,Graduate Institute of Industrial Economics, National Central University. 2.Independent Director ,First Life Insurance Co.,Ltd. 3.Independent Director BankTaiwan Securities Co.,Ltd. |
1.Professor , Department of Industrial Economics , Tamkang University. 2.Independent Director ,Taiwan Financial Holding Co.,Ltd. 3.Independent Director ,Bank of Taiwan. 4.Director ,Grand Carhay Venture Capital Co., Ltd. 5.Director ,Eminent II Venture Capital Corporation. |
- |
- |
| Independent Director |
Chang,Chien-Yi |
1.Ph.D., Economics, National Taipei University Taiwan. 2.Associate Fellow,Division ll,Taiwan Institute Of Economic Research. 3.Assistant Fellow,Division ll,Taiwan Institute Of Economic Research. 4.Assistant Fellow,Department Of Mainland China Conomic,Chung Hua Institute for Economic Research. |
1.President,Taiwan Institute of Economic Research. 2.Director,Research Division ll,Taiwan Institute Of Economic Research. 3.Research Fellow,Taiwan Institute of Economic Research. 4.Board of Director,Central Bank of the Republic of China(Taiwan ). 5.Board of Director, Chang Bank . 6.Board of Director, Yang Ming Marine Tarnsport. 7.Board of Director, Asia Pacific Emerging Industries Venture Capital Co.,Ltd. |
- |
- |
37