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URE AGM Information 2024

Jul 9, 2024

52346_rns_2024-07-09_8b4049c5-aa77-4359-a970-65be5faea60b.pdf

AGM Information

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United Renewable Energy Co., Ltd.

2024 Annual General Shareholders' Meeting Agenda

Time:10:00 AM, Friday, June 21, 2024

Place:No.7, Li-Hsin 3 rd Rd., Hsinchu Science Park, Hsinchu, Taiwan ( International conference hall)

Total URECO shares: 1,626,729,696 shares Total shares represented by shareholders present in person or by proxy: 863,284,374 shares(including 323,285,267 sharesof e-voting), Percentage of shares held by shareholders present in person or by proxy: 53.06%

Chairman:Chum-Sam Hong Recorder:LJ Lin Directors present:Wen-Whe Pan Independent Director:Jing-Shin Chang Others:Lay-lay Pan (Financial Officer)、Mita Chen (Legal Officer)、Jim Huang (Accounting Officer) 、Edgar Tien (Lawyer)、Yung-Hua Huang (Accountant)

1.Chairman's Address:(Omitted)

2.Report Items

Item 1

Motion:2023 business report. Please refer to ANNEX 1 ,the 2023 Business Report.

Item 2

Motion:Audit committee's report of 2023. Please refer to ANNEX 2 ,the Audit Committee's report of 2023.

Item 3

Motion:The status of issuing common stock to increase capital by private placement.

    1. 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.
    1. Please refer to ANNEX 3.

Item 4

  • Motion:The Company resolved to abandon the private placement of common shares approved at the 2023 Annual Shareholders'Meeting for the remaining period.
    1. The Company at the annual shareholders' meeting dated 28 June 2023, resolved to ssue up to 200,000,000 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.
    1. To date the aforesaid private placement of common shares has not been executed. URECO plans to abandon the original private placement for the remaining period.

Item 5

Motion:The status of sound business plan.

    1. According to The certificate No. 1100356583 and No. 11003565831 issued by the Financial Supervision and Administration Commission of the Republic of China on September 22, 2021, the company reported a sound operational plan for capital increase through the issuance of ordinary shares and 3rd secured domestic convertible bonds. The implementation status of this plan requires a report from the shareholders' meeting.
    1. The status of sound business plan, Please refer to ANNEX 4.

3.Matters for Ratification

Item 1 (Proposed by the Board of Directors)

Motion:2023 business report and financial statements. Explanatory Notes:

    1. URECO's 2023 Standalone and Consolidated Financial Statements were audited by KPMG Taiwan CPAs, Yung-hua Huang, and Chou Pao Lian.The aforementioned and FY 2023 business report have been approved by the audit committee.
    1. 2023 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

Approved by the voting % of the total represented
share present
For:648,347,771
votes
(including e-voting)
91.91%
Against:2,307,106
votes
(including e-voting)
0.32%
Nullification:0 votes 0.00%
Abstain:54,758,306
votes
(including e-voting)
7.76%

Item2 (Proposed by the Board of Directors)

Motion:2023 appropriation of loss.

Explanatory Notes:

To accept 2023 appropriation of loss, For the loss offsetting list, please refer to ANNEX 6. Resolution:Approved by the voting result as follows

Approved by the voting % of the total represented
share present
For:647,793,984
votes
(including e-voting)
91.83%
Against:3,241,458
votes
(including e-voting)
0.45%
Nullification:0 votes 0.00%
Abstain:54,377,741votes
(including e-voting)
7.70%

4.Matters for Discussion

Motion:Amendment to the "Articles of Incorporation". Explanatory Notes:

In compliance with laws and operation need of the Company, amendment has been made to the"Articles of Incorporation.", Please refer to the comparison chart of the Articles of Incorporation as ANNEX 7.

Resolution:Approved by the voting result as follows

Approved by the voting % of the total represented
share present
For:648,526,986
votes
(including e-voting)
91.93%
Against:2,524,884
votes
(including e-voting)
0.35%
Nullification:0 votes 0.00%
Abstain:54,361,313
votes
(including e-voting)
7.70%

5.Matters for Election

Motion:Election for directors (Including Independent Directors). Explanatory Notes

    1. Since the term of the Company's current set of directors has expired on May 6, 2024, it is planned to conduct a comprehensive re-election of directors (including independent directors) during this year's regular Shareholders' Meeting.
    1. The term of new directors is effective immediately after the election, and shall serve for a term of three years (2024/6/21~2027/6/20).
    1. 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 21th board meeting of directors, please refer to the Director Candidates as attached in this handbook, please refer to ANNEX 8.
Position Name Approved by the voting
Director Hong, Chum-Sam 802,073,306
Director Lin, Kun-Si 770,182,484
Director Pan,Wen-Whe 757,438,419
Director National Development Fund, Executive Yuan
Delegate:
Lin,
Yi-Hui
749,456,147
Director Long Deed Corporation
Delegate: Chady Liu
526,656,150

Resolution:Approved by the voting result as follows

Item 1 (Proposed by the Board of Directors)

Item 1 (Proposed by the Board of Directors)

Director Yaohua
Glass Co.,
Ltd.
Management
Commission
435,709,299
Director Chiang, Wen-Hsing 413,529,527
Independent
Director
Fang,
Jenn-Ming
752,879,580
Independent
Director
Tsai,
Ming-Fang
718,916,839
Independent
Director
Chang,
Chien-Yi
714,666,847
Independent
Director
Lin,
Camille-Chiaying
433,346,315

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

    1. According to the Article 209 of Company Act, any director acting for imself/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.
    1. The newly elected directors (including independent directors) may invest in or operate other companies with the same or similar line of business as the Company and serve as directors (including independent directors). In order to meet the actual business needs without damaging the interests of the Company, in accordance with the law, a proposal is submitted during the shareholders' meeting to agree to lift the non-competition restrictions of the newly elected directors (including independent directors).

Resolution:Approved by the voting result as follows

Approved by the voting % of the total represented
share present
For:508,287,336
votes
(including e-voting)
72.05%
Against:141,700,352
votes
(including e-voting)
20.08%
Nullification:0 votes 0.00%
Abstain:55,425,495
votes
(including e-voting)
7.85%

7. Extempore Motion:None.

8. Meeting Adjourned:AM 11:04

United Renewable Energy Co., Ltd. Business Report

Dear Shareholders,

On behalf of the Management Team of United Renewable Energy Co., Ltd. (the Company), I would like to thank you all for your continued support.

In 2023, the global political economy continued to fall into turmoil: the Russia-Ukraine war is in a stalemate, the Israeli-Palestinian conflict is intensifying, the United States is violently raising interest rates, and Europe is implementing deindustrialization measures. In addition, with the restructuring of the global supply chain, the global economy is even more rapidly showing a downward trend. At the same time, the solar energy industry suffered from the Taiwan election with the "cliff-like" price drop of solar energy raw materials in 2023. Coupled with the impact of excessive inventory in the European and American markets, the Company's consolidated revenue totaled only NT\$12.5 billion in 2023, a decrease of 33.5% from 2022. The United Nations estimates that the global GDP growth rate in 2024 will be approximately 2.4%, which is lower than the expected growth rate in 2023. The political situation and war conflicts continue to affect the global economy, but countries around the world remain unchanged in their overall goals of combating climate disasters, accelerating the use of renewable energy and achieving carbon neutrality. Both the International Energy Agency and the International Renewable Energy Agency predict that if the upper limit of warming of 1.5 C°is to be maintained, global renewable energy production capacity must reach 11,000GW in 2030. Therefore, the global new construction volume of solar energy in 2024 is likely to reach 500GW.

In order to achieve the goal of "net-zero carbon emissions" in Taiwan, among the 12 key strategies announced by the National Development Council, optoelectronics is listed as one of the top development priorities. Regarding the new generation of high-efficiency solar photovoltaic technology and the goal of high-value recycling of modules, its high conversion efficiency is particularly suitable for Taiwan's narrow and densely populated environment, and the higher conversion efficiency per unit area means that less land resources can be used to achieve the required power generation. In this regard, United Renewable Energy (URECO) Co., Ltd., in addition to mass production of M10 large-size batteries and modules, is currently actively developing the next generation N-type TOPCon (tunnel heterojunction) battery. As the first manufacturer in Taiwan to fully introduce bifacial cells and mass-produced bifacial modules, URECO's bifacial modules feature more effective power generation area and more effectively utilize ambient reflected light to increase system power generation. The Company successfully launched a double-sided double-glass module, and the double-sided power generation efficiency has been widely praised by customers and has exceeded expectations. This double-sided power generation product, combined with the newly developed M10 TOPCon technology, is expected to further improve the photoelectric conversion efficiency and enable Taiwan to achieve optimal power generation energy within a limited land area. URECO also has outstanding performance in high-efficiency optoelectronic products. Its "Spade High-efficiency PEACH VLM" series of products has a power generation efficiency of up to 560W (M10), and its module performance is the industry leader in Taiwan among similar products. In terms of next-generation overseas product layout, the Company recently launched the M10 N-Type "GLORY HELLO, GLORY TOPCon" product, which has a power generation efficiency of up to 700W. In addition, in response to solar panel recycling, the next-generation detachable module "PEACH RE" design is used to recycle complete silicon wafers, glass and high unit price precious metal materials, obtain recycled batteries, and successfully manufacture regenerated modules to achieve secondary use. Through this, the Company can increase the value of waste recycling, reduce environmental burden, and create higher "circular economy" value.

The long-term, reliable, and stable power generation life of solar photovoltaics is the most important requirement for owners' investment returns, as well as for the investors. With the popularization of large-size and

high-power solar photovoltaic modules in Taiwan, the requirements for wind pressure resistance are increasing.

Taiwan is located in the subtropics, with significant monsoons and changeable weather. Take Typhoon Sudila in the past as an example. The observed wind speed at that time was Category 9. However, many solar panels were distorted and deformed, and the typhoon caused heavy losses and the owners lost their money. Natural disaster losses caused by typhoons are risks that cannot be ignored in investments. URECO's self-made solar photovoltaic modules adopt material specifications that are superior to those of overseas modules and strengthen the relevant frame design and are equipped with a 40mm frame height to enhance the locking strength. In addition, the module materials also adhere to the highest material standards. In addition to the excellent performance in "salt damage resistance," wind level 17 is also used as the strength threshold to provide customers with better service and product quality assurance, creating a win-win situation.

The solar photovoltaic policy gives priority to promoting the diversified use of land, which combines the existing uses of the land with solar photovoltaic settings. In particular, the "fishery and electricity symbiosis" circular economy is a new economic model that combines aquaculture fisheries and green energy power generation: with "agriculture and fishery are the basis, green electricity adds value" as the core value, using green energy to drive fishery upgrades and create local employment economy, optimize the breeding technology environment, ensure a sustainable land development, and achieve the goal of symbiosis and mutual prosperity of "fisheries and green energy". In response to some public concerns about solar panels contaminating water quality, URECO sent solar modules to Industrial Technology Research Institute (ITRI) and SGS for "broken module" immersion testing. Among them, 8 major heavy metals, general metals and organic compounds, a total of 25 items. All results are: "The water quality is safe and non-toxic, well below the river and reservoir water quality standards set by the Environmental Protection Agency." At the same time, it has passed the test of substances of high concern [REACH SVHC 211 items] and the restriction of hazardous substances [RoHS] test, proving that it is an environmentally friendly product, dispelling the myth that solar panels will produce pollutants when soaked in water. URE's module products are in line with "breeding, power generation, dual use in one place" and combine solar photovoltaics with agriculture, fishery and water ponds, select suitable breeding crops, and create diversified values of "agriculture, fishery and green energy" symbiosis, co-prosperity and coexistence.

URECO's solar photovoltaic module products have obtained multiple international and domestic agency certifications, such as: IEC, VPC, UL, and CEC, covering product layout in overseas and domestic markets. Evaluated as "Tier1 Module Manufacturer List" by the U.S.-based Bloomberg New Energy Finance, URECO is also the only company that has won the "Golden Energy Award" from the Energy Bureau of the Ministry of Economic Affairs for 11 consecutive years, setting a good benchmark for the industry. The Company has enhanced the international competitiveness of Taiwan's module manufacturing, and the world has seen Taiwan's technology R&D momentum, especially the coexistence and co-prosperity of economic and environmental development.

URECO actively develops solar power generation systems with a business model focusing on "system business and module brands," including development, construction and provision of power plant asset management services. It is one of the largest solar system developers and builders in Taiwan. The Company has formed strategic alliances with several internationally renowned renewable energy asset management companies. By leveraging URECO's advantages in project development, each project is sold to overseas asset management companies after it has been developed to the starting stage (and also to the completion stage). This strategy is currently quite effective, with more than 600MW of solar projects completed around the world. As for the main island of Taiwan, URECO currently has manufacturing factories and offices (or field offices) in Hsinchu, Miaoli, Tainan and Kaohsiung to actively participate in local school bidding projects in neighboring counties and cities. At the same time, the Company holds many local briefings and green energy education visits, combining the advantages of system engineering and module manufacturing to continue to expand its domestic system business. In addition, the National Development Council announced the implementation direction of "Taiwan's 2050 Net-Zero Emission Pathway and Strategy" and reiterated that the solar policy goal is "solar rooftop type and solar ground type." In addition to continuing to expand the inventory of potential case sources, it is promoted in the manner of "rooftop priority, dual use in one place." The rooftop type has been promoted for many years, but due to its small scale, its contribution to the overall construction volume is low. The ground-type setting is mainly to improve the land use value, including public land activation, unfavorable farming, land utilization, and land composite utilization. In order to achieve the goal of "net-zero transformation" in the future, in addition to

continuing the mixed use type, the land use value will also be increased, combined with diversified applications, to evaluate and promote offshore system projects. The Ministry of the Interior is also planning to include new "green energy development zones" in the land plan and formulate a simple and fast application mechanism to achieve fair, equitable, and open development of the energy and agricultural and fishery industries. URECO actively responds to government policies and expects to develop a "fish and electricity symbiosis" project in 2024, mainly on unfavorable agricultural land in subsidence areas. This part has a total development of approximately 200MW throughout the year. Due to the growing demand for green electricity in Taiwan, URECO expects to release approximately 50 million kilowatt-hours of green electricity in 2024. In the future, as the scale of its project sites expands, more green electricity will continue to be released to ease corporate demand for green electricity. Bloomberg New Energy Finance predicts that global new solar installations will increase by more than 400GW annually in 2024, and may even reach 500GW. In view of the development of renewable energy and the stable income of solar power plants, the Company will strive to expand the global solar power plant business and continue to increase sales outlets of related cells and modules to inject growth momentum into its future operations.

Although the issues of solar power generation and offshore wind power generation in Taiwan are controversial, the government's policy goal of reaching 20% of power generation from renewable energy by 2025 remains unchanged. Due to the intermittency and uncertainty of renewable energy, the role of energy storage systems is increasingly important. URECO's Tainan factory has completed the development of the automatic frequency control (AFC) energy storage system in 2023 and plans to participate in Taipower's AFC services, while bringing stable cash revenue to the Company. Looking forward to 2024, URECO will continue the development and construction business of photovoltaic + storage sites, provide customer engineering services, and participate in public bidding projects for energy storage. Bloomberg New Energy Finance predicts that the global energy storage installation volume is expected to reach 650GW/1,877GWh in 2030, and the global annual increase will exceed 110GW. Energy storage equipment will eventually increase the application and popularity of renewable energy.

As a leading solar manufacturer and corporate citizen, URECO strives for sustainable growth in company operations while also promoting the concepts of green energy, energy conservation, and environmental protection to customers, users, partners, and the general public around the world. The Company hopes to not only fulfill its responsibilities to shareholders, customers, and employees, but also care and contribute to the environment and society. With module brands and solar systems as its main businesses, URECO helps enhance the competitiveness of Taiwan's solar industry. At the same time, it cooperates with the government's national energy policy to help Taiwan implement the "2025 Energy Transformation" and move towards the goal of "Asia's Green Energy Development Center".

The following are highlight of 2023 performance and business plan for the 2024:

    1. The report on 2023 business result
  • 1.1.2023 Financial Performance
Unit: NT\$'000
Item 2023 2022
Consolidated Net Sales 12,516,227 18,808,051
Consolidated Gross
Income (Loss)
(1,767,860) 2,142,197
Consolidated Loss from Operation (2,979,643) 739,171
Consolidated Loss After Income Tax (3,914,958) 938,747
Net Loss Attributable to Shareholders
of the Parent
(3,888,981) 993,643

1.2.Budget Implementation

The Company did not provide nor disclose any budget forecast to the public.

  • 1.3.Analysis of Receipts, Expenditures, and Profitability
  • 1.3.1.Analysis of Receipts and Expenditures

In 2023, the net cash used in operating activities amount to NT\$4,427,983, net cash used in investing activities amount to NT\$2,853,522, the net cash generated from financing activities amount to NT\$1,928,652. The Company will continue to maintain sufficient cash position and finance operation will continue to be conservative and prudent.

1.3.2.Analysis of Profitability

The Company's consolidated revenue in 2023 totaled NT\$12,516,227 thousand, down by 33.5% from the previous year. This is mainly due to the impact of the Taiwan election on the progress of system projects in the domestic market. In the global market, the cliff-like drop in solar raw material prices and excessive inventory in the European and American markets further affected product prices. The violent interest rate hike in the United States also negatively affected the return on investment of overseas system projects, resulting in an operating gross profit loss of 14%. The actual amount of operating expenses for the year decreased by 13.6% compared with last year. The net loss after tax for the year was NT\$3,914,958,000. The Company's overall financial revenue and expenditure are all normal. As of the end of 2023, the combined cash and equivalent cash totaled NT\$4,474,941,000. The Company will continue to have sufficient cash positions and conduct overall financial operations in a conservative and stable manner.

1.4.Examine Research and Development Work

The Company developed products for different types of solar project (rooftop, ground mount, floating, and agrivoltaic….etc.). The Company products include large size PEACH VLM, M10 is better suited to utility scale projects. Bifacial Glory PEACH is structurally more durable, and is suitable to non-arable land, its wind pressure resistant, and fireproof. PEACH BiFi has light structural design and high efficiency performance, suited to roof top projects.

URECO has made unrelenting efforts to develop and invest in new solar process technology and continues to grow. In particular, the "high salt damage resistance and high wind pressure resistance" modules launched for Taiwan's special terrain and climate have been widely recognized by customers. High reliability products are just around the corner. For example, the TOPCon M10 high-power module has recently begun mass production and can provide optimized products according to customer needs. The newly developed "GLORY TOPCon" M10 N-type high-efficiency module has a power of up to 580W. TOPCon battery series has high photoelectric conversion efficiency. In addition to greatly improving power generation efficiency, the annual decline and linear decline rate of module power generation are better than those of current mainstream products. It can increase the return on investment of the solar system by more than 0.5% and is suitable for double-sided power generation and high-temperature areas, such as "large ground type, fishery and electricity symbiosis and agricultural electricity symbiosis" case sites.

2.2024 Business Plan and Future Developmental Strategy

Business Policy, Sales Volume Forecast and Other Important Production and Sales Policies

2.1.Production Policies

The Company's current total battery capacity reaches 2.6GW (2.6 billion watts).

2.2.Research and Development

In response to the hectic demand for high power generation wattage solar products in the global market, the Company continues to improve the photoelectric conversion efficiency of P-type PERC cells and has started mass production of new M10 (182 mm*182mm) large-size cells at the Zhunan factory in the first half of 2023. Through the introduction of large-size M10 chip products, the Company has achieved the ultimate in battery patterns and the application of new technologies. The current mass production efficiency is as high as 23.3%, which is close to the limit of theoretical efficiency. The Company is also simultaneously studying next-generation N-type high-efficiency solar cell manufacturing process and tunnel oxide back passivation TOPCon. The M10 TOPCon battery mass production line has been

officially put into operation in the second half of 2023. Utilizing M10 PERC equipment for upgrades and construction of some key TOPCon process equipment, it is expected to obtain the module VPC certificate in the second half of 2024 and launch dual-glass module products with high power generation wattage (570 watts) and high reliability in the Taiwan market. The Company is also paying close attention to the future research and development trend of the rising star "perovskite stacked battery" that has attracted much attention in recent years. In addition, through cooperation with legal entities (such as ITRI and the Metal Industry Research Center) and academic research units (such as National Taiwan University, National Tsinghua University, and National Cheng Kung University), we work together to carry out relevant research and development.

The "recycling problem" is an important issue that cannot be ignored in the green energy industry, and it is also the last mile. Based on the latest research and development of packaging material technology, this type of detachable module design can solve the recycling problem of discarded solar photovoltaic modules. It is enough to recycle complete silicon wafers and high unit price precious metal materials. It not only greatly reduces the difficulty and labor cost of recycling, but also implements green energy to create a higher circular economy and give resources a reborn value. In the future, industrial development can transform from a linear economy of "exploitation, manufacturing, use, discard" to a circular economy of "reuse, remanufacture, and renew." The so-called next-generation disassembly module "PEACH RE" design is to recycle complete silicon wafers, glass covers, and high-unit-price precious metal materials. The recycled batteries can be obtained, and recycled modules can be successfully manufactured for secondary use. This move increases the value of waste recycling and reduces environmental burdens, creating a higher circular economy, sustainable development, and zero waste. It also implements the value of green energy and environmental friendliness that regenerates resources. Under the cooperation between URECO and ITRI, a new concept of dismantling solar photovoltaic modules was launched, and the newly developed film materials and recycling model are used to greatly increase the value of photovoltaics after decommissioning. In the future, decommissioned module materials can be effectively recycled, while enhancing the competitiveness of Taiwan's module products in the international market.

The Company adheres to its original intention and is an enterprise that provides comprehensive solutions in the field of renewable energy. It is also the only company in the world that has obtained disassembly module certification, providing breakthrough solutions to the "net-zero sustainability" issue.

2.3.Sales Policies

Major countries around the world are accelerating energy transformation. Since solar energy is more cost-effective than other renewable energy sources, its construction volume continues to grow rapidly. In response to future development trends, the Company will strive to deepen its business, find new customers, and strengthen penetration into emerging markets. Meanwhile, it will take advantage of Taiwan's domestic demand growth opportunities to increase sales outlets with high-efficiency, high-quality products and Taiwan's high-end module brands, and establish an excellent business team to develop global system business and advantageous sales channels.

2.4.System Business

In line with the goal of self-producing high-efficiency and high-quality products and the government's cumulative installation capacity of 40GW-80GW in 2050, the Company will continue to expand solar system development and participate in relevant government public tenders. With the help of domestic accumulated experience, it will actively promote overseas large power plant system business and create global terminal outlets. In the overseas market segment, the global economy is accelerating its recovery in 2024 after the pandemic has slowed down, and with the government's active investment in green energy, it will show substantial growth compared with 2023. In response, the Company continues to expand its global solar power plant business, mainly in the European and American markets. The Company will fully integrate the battery, module brand, and solar system business to create the most complete layout in the mid- and downstream industries of the solar energy supply chain.

2.5.New Business Development

"Energy storage" serves as one of the important roles in URECO's strategic layout of integrating green energy. In order to become as a top player in Taiwan's power trading market, URECO strives to develop a "container energy storage" product portfolio to support the most advanced dReg0.25 frequency modulation service and apply it to Taipower's power trading platform. The newly installed "renewable energy power generation equipment" is expected to appear all over Taiwan in the next few years, and its energy storage equipment has the function of stabilizing the power grid. The construction of energy storage projects and the installation of new energy storage equipment for solar photovoltaic power stations due to reserve capacity will be the key services of URECO's energy storage department in 2024. URECO actively participates in the construction of energy storage sites at the power distribution and transmission levels. In addition to continuing to develop and build photovoltaic + storage sites and providing engineering services to customers, it also actively participates in government energy storage public bidding projects. In addition, through the cooperation between URE's energy storage team and top investors and investment funds, more business opportunities will be created to serve solar photovoltaic manufacturers and customers in the future.

    1. Effect of External Competition, the Legal Environment and the Overall Business Environment
  • 3.1.The 28th United Nations Climate Change Conference (COP28) adopted a fossil fuel phase-out agreement, promising that all parties will transition to a non-fossil fuel energy system in a just, orderly, and equitable manner and achieve "net-zero emissions" by 2050. Countries around the world will actively invest in and build renewable energy infrastructure, replace coal power generation with renewable energy in 2035, and achieve the goal of "zero energy consumption" in 2050. The Company has been deeply involved in the overseas solar energy market over the years, and will further develop the solar system business and expand overseas markets in the future.
  • 3.2.Many International company already set Net Zero target, as RE100 and clean energy regulations by various government on the way, the Company is expected to increase company's investment in solar power and ESS. The Company 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.
  • 3.3.The Ministry of the Interior has recently announced the draft amendment to Schedule 1 of Article 6 of the "Non-Urban Land Use Control Rules." After taking stock of the available agricultural and animal husbandry land, the Ministry of Agriculture plans to establish a "Green Energy Development Zone." If passed, this case is expected to greatly assist the development of solar energy projects and at the same time increase the effective use of land.
  • 3.4.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, the Company will aggressively develop and construct solar system business in order to achieve target set by government.
  • 3.5.The Company will continue to diversify and expand system investment to gain global market share in response to the trade war, it is expected to low the risk of international trade dispute.
  • 3.6.Many countries have reach grid parity, the outlook for solar industry is optimistic. The Company implemented strategic transformation to compete in the global market, the Company will also maintain competitive advantage in terms of cost and R&D, the Company will continue to achieve the annual target in terms of business plan.
  • 3.7.The Company kept close watch on the foreign exchange risk control as our products tend to export to overseas market, the Company monitor foreign exchange fluctuation and utilize hedge instrument to lower the risk of foreign exchange fluctuation.
  • 3.8.The Company 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.

United Renewable Energy Co., Ltd. Audit Committee's Review Report

The Board of Directors has prepared the Company's 2023 Business Report, Financial Statements, and loss offsetting list. The CPA firm of KPMG Taiwan was retained to audit URECO'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 Act, we hereby submit this report.

The Audit Committee of United Renewable Energy Co., Ltd

Convener:Independent Director Tsai,Ming-Fang

March 11, 2024

Processing situation of 2018 private placement of common shares

Item Private placement of common shares of 2018
Type of private placement security 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.
In accordance with Article 43-6 of the Securities and Exchange Act.
The
method
for
selecting
the
specific persons
In the reasons for the necessity for
conducting the private placement
funding. 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
The date of the price has been paid
up in full
Oct 15, 2018
Place Qualification Shares Relationship
with the
company
Place 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,
167,145,851
NA
subparagraph 2 of the Securities and
Exchange Act
The actual private placement price NT\$8.32 per share.
The
discrepancy
between
actual
private price and reference price
NT\$10.4. The actual private placement price NT\$8.32 is 80% of the reference price
Any effect of the private placement
on shareholder equity
The Securities and Exchange Act regulates the qualification of place, 3-year
limit of transference, so there is certain protection on shareholder equity.。
The status of utilization of the
funds and the plan implementation
progress
As of
Dec. 31,
has been utilized.
To enrich working capital and refund the short-term loan.
2023, the NTD\$2,787,612
thousand from private placement
The realization of plan benefits After capital increase, it would improve the financial structure, business
operation and development, and benefit to the shareholders' equity.

United Renewable Energy Co., Ltd. The status of sound business plan

In Millions of New Taiwan Dollars

Quarter Fourth quarter of 2023
(Estimate)
Fourth quarter of 2023
(Actual number)
difference Description
Account
Names
Amount % Amount % %
Operating Revenue 3,715 100.0 2,246 100.0 (39.5) In the 4th quarter, it continued to
be affected by weakening
domestic demand and oversupply
in foreign markets.
Operating Costs 3,365 90.6 3,516 156.5 4.5 -
Gross Profit (or Loss) 351 9.4 (1,270) (56.5) - Capacity utilization is not as good
as expected, and impairment
losses on prepayments.
Operating Expenses 305 8.2 384 17.1 25.8 Due to provision of expected
credit losses
Profit (or Loss) from
Operations
46 1.2 (1,654) (73.6) - -
Non-Operating
Income and
Expenses
(59) (1.6) (300) (13.4) 411.3 Provision for impairment of
overseas power station assets and
reinvestment
Loss before income tax (13) (0.3) (1,954) (87.0) 15,007.8 -
Net loss attributable to
Shareholders of the parent
(13) (0.3) (2,158) (96.1) 16,589.7 -
Quarter third quarter of 2023
(Estimate)
third quarter of 2023
(Actual number)
difference Description
Account
Names
Amount % Amount % %
Operating Revenue 3,838 100 2,630 100 (31.5) Domestically, module shipments
decreased due to delays in power
plant construction permits. Overseas
sales fell due to the impact of global
oversupply.
Operating Costs 3,393 88.4 3,501 133.1 3.2 -
Gross Profit (or Loss) 444 11.6 (870) (33.1) (295.9) The main reasons were the decline in
capacity utilization and the fact that
overseas sales were not as expected.
Operating Expenses 305 8.0 219 8.3 (28.1) Refers to the reduction in sales freight
Profit (or Loss) from
Operations
139 3.6 (1,090) (41.4) (883.0) -
Non-Operating
Income and
Expenses
(70) (1.8) (277) (10.5) 294.2 Refers to the provision of production
equipment impairment losses
Loss before income tax 69 1.8 (1,367) (52.0) (2,085.1) -
Net loss attributable to
Shareholders of the parent
69 1.8 (1,368) (52.0) (2,086.1) -
Quarter second quarter of 2023
(Estimate)
second quarter of 2023
(Actual number)
difference Description
Account
Names
Amount % Amount % %
Operating Revenue 3,659 100.0 2,962 100.0 (19.1) This refers to the decrease in revenue
from system construction and sales, as
well as the shift from original battery
sales to module production, resulting
in a decrease in turnover.
Operating Costs 3,291 89.9 2,943 99.4 (10.6) -
Gross Profit (or Loss) 368 10.1 19 0.6 (95.0) This is mainly due to changes in
market product demand, resulting in a
decrease in capacity utilization.
Operating Expenses 305 8.3 322 10.9 5.6 -
Profit (or Loss) from
Operations
63 1.7 (304) (10.3) (578.9) -
Non-Operating
Income and
Expenses
(39) (1.1) (102) (3.4) (158.2) Refers to overseas business litigation
losses and overseas asset impairment
losses
Loss before income tax 24 0.7 (406) (13.7) (1,788.3) -
Net loss attributable to
Shareholders of the parent
24 0.7 (405) (13.7) (1,788.0) -
Quarter first quarter of 2023 (Estimate) first quarter of 2023
(Actual number)
difference Description
Account
Names
Amount % Amount % %
Operating Revenue 3,319 100.0 4,677 100.0 40.9 Refers to overseas market sales higher
than expected
Operating Costs 3,046 91.8 4,323 92.4 41.9 -
Gross Profit (or Loss) 273 8.2 354 7.6 29.7 Refers to gross profit contribution
from overseas markets
Operating Expenses 303 9.1 287 6.1 (5.5) -
Profit (or Loss) from
Operations
(30) (0.9) 67 1.4 Turn to profit -
Non-Operating
Income and
Expenses
(35) (1.1) (34) (0.7) 3.0 -
Loss before income tax (65) (2.0) 34 0.7 Turn to profit -
Net loss attributable to
Shareholders of the parent
(65) (2.0) 43 0.9 Turn to profit -

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 sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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, 2023 and 2022, and its financial performance and its cash flows for the year ended December 31, 2023 and 2022, in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors'Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 (q)"Revenue recognition"for accounting policy and note 6 (z)"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.

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.

  1. 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 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 is essential for the industry development. However, in an environment where market demands and technology change rapidly, existing equipment may not be economically effective in the future due to product or technology upgrades. 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.

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.

Auditors'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 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

    1. 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.
    1. 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.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
    1. 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 auditors'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 auditors'report. However, future events or conditions may cause the Company to cease to continue as a going concern.
    1. 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.
    1. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities 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 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 Yung-Hua Huang and Pao-Lian Chou.

KPMG

Taipei, Taiwan (Republic of China) March 11, 2024

UNITED RENEWABLE ENERGY CO., LTD.

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 December 31, 2022
Assets December 31, 2023
Amount
% (After Restatement)
Amount
% Liabilities and Equity December 31, 2023
Amount
% (After Restatement)
Amount
%
Current assets: Current liabilities:
1100 Cash and cash equivalents (note 6(a)) \$
3,093,156
13 3,516,679 12 2100 Short-term borrowings (note 6(n)) \$
204,000
1 1,411,880 5
1110 Financial assets at fair value through profit or loss - current (note 6(b)) 16,022 - - - 2110 Short-term bills payable (note 6(o)) - - 99,931 -
1120 Financial assets at fair value through other comprehensive income - current
(note 6(c))
150,676 1 152,171 1 2120
2130
Financial liabilities at fair value through profit or loss - current (note 6(b))
Contract liabilities - current (note 6(z))
-
135,323
-
1
4,504 -
228,953
1
1140 Contract assets - current (note 6(z)) 4,401 - 183,149 1 2170 Notes and accounts payable 507,912 2 909,217 3
1170 Notes and accounts receivable, net (note 6(e)) 958,339 4 2,310,895 8 2180 Accounts payable to related parties (note 7) 63,701 - 233,224 1
1180 Accounts receivable from related parties (notes 6(e) and 7) 42 - 3,733 - 2280 Lease liability - current (note 6(r)) 58,576 - 46,094 -
130X Inventories (note 6(f)) 1,131,041 5 2,922,088 10 2320 Current portion of long-term borrowings, preference share liabilities and
1410 Prepayments (note 9) 117,979 - 1,281,952 4 bonds payable (notes 6(p) and (q)) 3,572,094 15 506,000 2
1460 Non-current assets held for sale (note 6(g)) - - 9,336 - 2399 Other current liabilities (note 7) 1,524,616 7 1,601,502 5
1476 Other financial assets (notes 7 and 8) 2,304,957 10 861,900 3 Total current liabilities 6,066,222 26 5,041,305 17
1479 Other current assets 298,636 1 383,322 1 Non-Current liabilities:
Total current assets 8,075,249 34 11,625,225 40 2500 Financial liabilities at fair value through profit or loss - non-current (note 11,643 - 14,249 -
Non-current assets: 6(b))
1510 Financial assets at fair value through profit or loss - non-current (notes 6(b) - - 900 - 2530 Bonds payable (note 6(q)) - - 2,969,315 10
and (q))
Financial assets at fair value through other comprehensive
2540 Long-term borrowings (note 6(p)) 2,936,271 12 3,077,985 10
1517 income - non-current (notes 6(c), 7 and 8) 610,925 3 520,559 2 2580
2650
Lease liability - non-current (note 6(r))
Credit balance of investments accounted for using equity method (note 6(h))
999,486
423,270
4
2
757,662
769,811
3
3
1535 Financial assets at amortized cost - non-current (note 6(d)) - - - - 2670 Other non-current liabilities (notes 6(s) and (v)) 358,177 2 327,524 1
1550 Investments accounted for using the equity method (notes 6(h) and 7) 2,046,407 9 3,139,172 11 Total non-current liabilities 4,728,847 20 7,916,546 27
1600 Property, plant and equipment (notes 6(j), 7 and 8) 6,505,565 27 5,996,757 20 Total liabilities 10,795,069 46 12,957,851 44
1755 Right-of-use assets (note 6(k)) 985,977 4 758,405 3 Equity (notes 6(w) and (x))
1760 Investment property, net (notes 6(l) and 8) 2,429,129 10 2,533,165 8 3110 Ordinary shares 16,277,954 69 16,277,905 55
1780 Intangible assets (note 6(m)) 1,565 - 2,789 - 3200 Capital surplus 211,412 1 187,699 1
1840 Deferred tax assets (note 6(v)) 392,721 2 633,644 2 3310 Legal reserve 35,473 - - -
1915 Prepayments - non-current (note 9) 1,188,760 5 2,020,363 7 3350 Accumulated profit or loss (3,707,474) (16) 354,726 1
1920 Refundable deposits (note 8) 146,538 1 140,646 - 3400 Other equity (47,659) - (345,028) (1)
1990 Other non-current assets (notes 7 and 8) 1,163,240 5 2,042,829 7 3500 Treasury shares (18,699) - (18,699) -
Total non-current assets 15,470,827 66 17,789,229 60 Total equity 12,751,007 54 16,456,603 56
Total assets \$
23,546,076 100
29,414,454 100 Total liabilities and equity \$
23,546,076 100
29,414,454 100

UNITED RENEWABLE ENERGY CO., LTD. Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
2023 2022
Amount % Amount %
4000 Net operating revenues (notes 6(z) and 7) \$
10,150,303
100 16,353,377 100
5110 Operating costs (notes 6(f), (r), (u), (aa), 7 and 12) 10,878,887 107 14,655,974 90
5900 Gross gain (loss) from operations (728,584) (7) 1,697,403 10
Operating expenses (notes 6(e), (r), (u), (aa) and 12):
6100 Selling expenses 343,465 3 471,259 3
6200 General and administrative expenses 536,354 5 507,505 3
6300 Research and development expenses 88,148 1 70,009 -
6450 Impairment losses (Reversal of impairment losses) on trade receivable (2,571) - 15,152 -
Total operating expense 965,396 9 1,063,925 6
Income (loss) from operations (1,693,980) (16) 633,478 4
Non-operating income and expenses:
7010 Other income (notes 6(t), (ab) and 7) 259,079 3 319,686 2
7020 Other gains and losses (note 6(ab)) (362,964) (4) 487,814 3
7050 Finance costs (notes 6(q) and (r)) (215,343) (2) (136,533) (1)
7060 Share of gain (loss) of associates and joint ventures accounted for using equity method (note 6(h)) (1,692,884) (17) (318,372) (2)
7100 Interest income 30,731 - 7,570 -
(1,981,381) (20) 360,165 2
Income (loss) before income tax (3,675,361) (36) 993,643 6
7950 Less: income tax expense (note 6(v)) 213,620 2 - -
8200 Net Income (loss) (3,888,981) (38) 993,643 6
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
8360 comprehensive income
Items that may be reclassified subsequently to profit or loss:
150,054 1 (6,652) -
8361 Exchange differences on translation of foreign statements 154,042 2 299,497 2
8380 Share of other comprehensive income (loss) of subsidiaries accounted for using equity method 18,306 - 28,423 -
8300 Total other comprehensive income (loss) 322,402 3 321,268 2
Total comprehensive income (loss) \$ (3,566,579) (35) 1,314,911 8
Earnings (loss) per share
9750 Basic earnings (loss) per share (NT dollars) (note 6(y)) \$ (2.39) 0.61
9850 Diluted earnings per share (NT dollars) (note 6(y)) \$ 0.57

UNITED RENEWABLE ENERGY CO., LTD. Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Share capital Retained earnings Other equity
Unrealized gains
(loss) on
Exchange financial assets
differences on at fair value
translation of through other Unearned
Ordinary Accumulated foreign financial comprehensive employees
shares Capital surplus Legal reserve profit or loss statements income benefits Treasury shares Total equity
Balance at January 1, 2022 \$
16,278,140
999,749 - (1,461,427) (775,360) 109,064 (867) (18,699) 15,130,600
Net Income for the year ended December 31, 2022 - - - 993,643 - - - - 993,643
Other comprehensive income (loss) for the year ended December 31, 2022 - - - - 327,920 (6,652) - - 321,268
Total comprehensive income (loss) for the year ended December 31, 2022 - - - 993,643 327,920 (6,652) - - 1,314,911
Changes in equity of associates and joint ventures accounted for using the
equity method
- 10,482 - - - - - - 10,482
Offset of deficit against capital surplus - (822,510) - 822,510 - - - - -
Difference between the price that has not been increased in proportion to
shareholding and net value
- (42) - - - - - - (42)
Compensation cost and cancellation of restricted shares for employees (235) 20 - - - - 867 - 652
Balance at December 31, 2022 16,277,905 187,699 - 354,726 (447,440) 102,412 - (18,699) 16,456,603
Net Loss for the year ended December 31, 2023 - - - (3,888,981) - - - - (3,888,981)
Other comprehensive income (loss) for the year ended December 31, 2023 - - - - 172,348 150,054 - - 322,402
Total comprehensive income (loss) for the year ended December 31, 2023 - - - (3,888,981) 172,348 150,054 - - (3,566,579)
Legal reserve appropriated - - 35,473 (35,473) - - - - -
Cash dividends of ordinary share - - - (162,779) - - - - (162,779)
Adjustments of capital surplus for dividends distributed to subsidiaries - 107 - - - - - - 107
Changes in equity of associates and joint ventures accounted for using the
equity method
- 23,560 - - - - - - 23,560
Conversion of convertible bonds 49 50 - - - - - - 99
Disposal of investments in equity instruments at fair value through other
comprehensive income
- - - 25,033 - (25,033) - - -
Difference between the price that has not been increased in proportion to
shareholding and net value
- (4) - - - - - - (4)
Balance at December 31, 2023 \$
16,277,954
211,412 35,473 (3,707,474) (275,092) 227,433 - (18,699) 12,751,007

UNITED RENEWABLE ENERGY CO., LTD. Statements of Cash Flows For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

2023 2022
Cash flows from operating activities:
Profit (loss) before income tax \$
(3,675,361)
993,643
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 740,883 779,310
Amortization expense 2,268 2,065
Expected credit loss (gain) (2,571) 15,152
Net loss (gain) on financial assets or liabilities at fair value through profit or loss (22,232) 17,644
Interest expense 134,884 76,633
Interest income (30,731) (7,570)
Dividends income (18,408) (19,220)
Compensation cost of restricted shares for employees
Share of loss of subsidiaries and associates accounted for using equity method
-
1,692,884
652
318,372
Gain on disposal of property, plant and equipment (5,114) (33,529)
Gain on disposal of investments - (131,837)
Impairment loss on property, plant and equipment 253,494 105,248
Impairment loss on prepayments 794,285 -
Write-down of inventories 518,109 37,155
Others (34,120) (15,514)
Total adjustments to reconcile profit (loss) 4,023,631 1,144,561
Changes in operating assets and liabilities:
Contract assets - current 178,748 (183,149)
Notes and accounts receivable 1,355,748 (745,973)
Accounts receivable from related parties
Inventory
3,691
1,290,237
398,609
(1,927,910)
Prepayments (including non-current) 1,043,470 (590,033)
Other current assets 106,589 (217,768)
Contract liabilities - current (93,630) (109,014)
Notes and accounts payable (including related parties) (524,985) (119,620)
Provisions 23,865 28,724
Other current liabilities 36,300 (291,612)
Total changes in operating assets and liabilities 3,420,033 (3,757,746)
Cash flows generated from (used in) operations 3,768,303 (1,619,542)
Income taxes received (paid) (1,873) 1,434
Net cash flows generated from (used in) operating activities 3,766,430 (1,618,108)
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income (11,100) (213,770)
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using equity method
72,283
(660,813)
-
(498,957)
Proceeds from disposal of associates - 518,837
Proceeds from capital reduction of investments accounted for using equity method - 96,617
Acquisition of property, plant and equipment (1,359,297) (1,909,897)
Proceeds from disposal of property, plant and equipment 14,450 33,921
Decrease (increase) in refundable deposits (6,019) 495,458
Acquisition of intangible assets (1,044) (720)
Decrease (increase) in other financial assets (631,733) 773,455
Interest received 29,905 7,015
Dividends received 25,219 26,276
Net cash flows used in investing activities (2,528,149) (671,765)
Cash flows from financing activities:
Increase (decrease) in short-term loans
(1,198,929) 1,414,348
Increase (decrease) in short-term bills payable (100,000) 100,000
Proceeds from long-term borrowings 2,735,095 1,310,042
Repayments of long-term borrowings (2,778,386) (400,000)
Increase in guarantee deposits received 37,095 12,364
Payment of lease liabilities (32,043) (28,433)
Cash dividends paid (162,779) -
Interest paid (149,923) (83,890)
Net cash generated from (used in) financing activities (1,649,870) 2,324,431
Effect of exchange rate changes (11,934) (173,705)
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
(423,523)
3,516,679
(139,147)
3,655,826
Cash and cash equivalents at end of period \$
3,093,156
3,516,679

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 sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material 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, 2023 and 2022, and its financial performance and its cash flows for the year ended December 31, 2023 and 2022, in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors'Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 (q)"Revenue recognition"for accounting policy and note 6 (z)"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.

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.

  1. 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 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 is essential for the industry development. However, in an environment where market demands and technology change rapidly, existing equipment may not be economically effective in the future due to product or technology upgrades. 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.

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.

Auditors'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 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 Standards on Auditing of 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 Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

    1. 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.
    1. 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.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
    1. 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 auditors'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 auditors'report. However, future events or conditions may cause the Company to cease to continue as a going concern.
    1. 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.
    1. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities 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 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 Yung-Hua Huang and Pao-Lian Chou.

KPMG

Taipei, Taiwan (Republic of China) March 11, 2024

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 December 31, 2022
December 31, 2023 (After Restatement) December 31, 2023 (After Restatement)
Assets Amount % Amount % Liabilities and Equity Amount % Amount %
Current assets: Current liabilities:
1100 Cash and cash equivalents (note 6(a)) \$
4,474,941
15 4,755,068 14 2100 Short-term borrowings (note 6(n)) \$
434,223
2 1,895,215 6
1110 Financial assets at fair value through profit or loss - current (note 6(b)) 80,691 - - - 2110 Short-term bills payable (note 6(o)) - - 99,931 -
1120 Financial assets at fair value through other comprehensive income - current
(notes 6(c) and 8)
150,676 - 152,171 - 2120
2130
Financial liabilities at fair value through profit or loss - current (note 6(b))
Contract liabilities - current (notes 6(aa) and 7)
580,676 331 -
2
4,504 -
381,104
1
1140 Contract assets - current (notes 6(aa) and 7) 163,256 1 339,307 1 2170 Notes and accounts payable 668,796 2 1,194,056 4
1170 Notes and accounts receivable, net (note 6(e)) 1,067,568 4 2,416,503 7 2280 Lease liability - current (note 6(s)) 114,019 - 95,525 -
1180 Accounts receivable from related parties (notes 6(e) and 7) - - 126,959 - 2320 Current portion of long-term borrowings, preference share liabilities and 5,878,968 20 2,846,541 8
130X Inventories (notes 6(f) and 9) 1,679,838 6 4,377,410 13 bonds payable (notes 6(p), (q) and (r))
1410 Prepayments (note 9) 143,975 1 1,662,780 5 2399 Other current liabilities (note 7) 1,600,638 6 1,829,246 5
1460 Non-current assets held for sale (note 6(g)) - - 530,209 2 Total current liabilities 9,277,651 32 8,346,122 24
1476 Other financial assets (notes 7 and 8) 2,228,561 8 1,080,324 3 Non-Current liabilities:
1479 Other current assets 335,592 1 424,192 1 2500 Financial liabilities at fair value through profit or loss - non-current (notes 11,643 - 21,775 -
Total current assets 10,325,098 36 15,864,923 46 6(b) and (p))
Non-current assets: 2530 Bonds payable (note 6(q)) - - 2,969,315 9
1510 Financial assets at fair value through profit or loss - non-current (notes 6(b) - - 71,287 - 2540 Long-term borrowings (note 6(p)) 4,098,246 14 3,993,300 12
and (q)) 2580 Lease liability - non-current (note 6(s)) 1,716,006 6 1,376,919 4
1517 Financial assets at fair value through other comprehensive
income - non-current (notes 6(c) and 8)
610,925 2 520,559 2 2670 Other non-current liabilities (notes 6(t) and (w))
Total non-current liabilities
531,058
6,356,953
2
22
448,940
8,810,249
1
26
1535 Financial assets at amortized cost - non-current (note 6(d)) - - - - Total liabilities 15,634,604 54 17,156,371 50
1550 Investments accounted for using the equity method (note 6(h)) 256,302 1 235,382 1 Equity attributable to owners of parent (notes 6(x) and (y))
1600 Property, plant and equipment (notes 6(j), 7 and 8) 11,125,753 39 10,188,315 30 3110 Ordinary shares 16,277,954 57 16,277,905 48
1755 Right-of-use assets (note 6(k)) 1,681,614 6 1,344,837 4 3200 Capital surplus 211,412 1 187,699 -
1760 Investment property, net (notes 6(l) and 8) 2,596,726 9 2,722,066 8 3310 Legal reserve 35,473 - - -
1780 Intangible assets (note 6(m)) 2,964 - 3,250 - 3350 Accumulated profit or loss (3,707,474) (13) 354,726 1
1840 Deferred tax assets (note 6(w)) 414,183 1 649,096 2 3400 Other equity (47,659) - (345,028) (1)
1915 Prepayments - non-current (note 9) 1,215,978 4 2,051,077 6 3500 Treasury shares (18,699) - (18,699) -
1920 Refundable deposits (note 8) 175,340 1 156,092 - Total equity attributable to owners of parent 12,751,007 45 16,456,603 48
1990 Other non-current assets (notes 7 and 8) 334,991 1 445,906 1 36XX Non-controlling interests 354,263 1 639,816 2
Total non-current assets 18,414,776 64 18,387,867 54 Total equity 13,105,270 46 17,096,419 50
Total assets \$
28,739,874 100
34,252,790 100 Total liabilities and equity \$
28,739,874 100
34,252,790 100

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

2023 2022
Amount % Amount %
4000 Net operating revenues (notes 6(aa) and 7) \$
12,516,227
100 18,808,051 100
5110 Operating costs (notes 6(f), (s), (v), (ab) and 12) 14,284,087 114 16,665,854 89
5900 Gross profit (loss) from operations (1,767,860) (14) 2,142,197 11
Operating expenses (notes 6(e), (s), (v), (ab) and 12):
6100 Selling expenses 397,591 3 526,995 3
6200 General and administrative expenses 699,404 5 706,092 4
6300 Research and development expenses 88,148 1 70,392 -
6450 Impairment losses on trade receivable 26,640 - 99,547 -
Total operating expense 1,211,783 9 1,403,026 7
Income (Loss) from operations (2,979,643) (23) 739,171 4
Non-operating income and expenses:
7010 Other income (note 6(ac)) 275,304 2 344,934 2
7020 Other gains and losses (notes 6(i), (j) and (ac)) (685,543) (5) 121,864 1
7050 Finance costs (notes 6(q) and (s)) (350,992) (3) (276,964) (2)
7060 Share of gain of associates and joint ventures accounted for using equity method (note 6(h)) 7,583 - 6,655 -
7100 Interest income 40,491 - 10,783 -
(713,157) (6) 207,272 1
Income (Loss) before income tax (3,692,800) (29) 946,443 5
7950 Less: income tax expense (note 6(w)) 222,158 2 7,696 -
8200 Net income (loss) (3,914,958) (31) 938,747 5
8300 Other comprehensive income :
8310 Items that may not be reclassified subsequently to profit or loss:
8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive
income
150,054 1 (6,652) -
8360 Items that may be reclassified subsequently to profit or loss:
8361 Exchange differences on translation of foreign statements 177,668 1 399,477 2
8300 Total other comprehensive income 327,722 2 392,825 2
Total comprehensive income (loss) \$ (3,587,236) (29) 1,331,572 7
Net income (loss) attributable to:
Shareholders of the parent \$ (3,888,981) (31) 993,643 5
Non-controlling interests (25,977) - (54,896) -
\$ (3,914,958) (31) 938,747 5
Total comprehensive income (loss) attributable to:
Shareholders of the parent \$ (3,566,579) (29) 1,314,911 7
Non-controlling interests (20,657) - 16,661 -
\$ (3,587,236) (29) 1,331,572 7
Earnings (Loss) per share
9750 Basic earnings (loss) per share (NT dollars) (note 6(z)) \$ (2.39) 0.61
9850 Diluted earnings per share (NT dollars) (note 6(z)) 0.57

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Attributable to owners of parent
Retained earnings Other equity
Unrealized
Exchange gains (loss) on
differences on financial assets
translation of at fair
value
Total equity
Share capital foreign through other Unearned attributable to
Ordinary
shares
Capital surplus Legal reserve Accumulated
profit or loss
financial
statements
comprehensive
income
employees
benefits
Treasury
shares
owners of
parent
Non-controll
ing interest
Total equity
Balance at January 1, 2022 \$
16,278,140
999,749 - (1,461,427) (775,360) 109,064 (867) (18,699) 15,130,600 701,780 15,832,380
Net Income for the year ended December 31, 2022 - - - 993,643 - - - - 993,643 (54,896) 938,747
Other comprehensive income (loss) for the year ended December 31, 2022 - - - - 327,920 (6,652) - - 321,268 71,557 392,825
Total comprehensive income (loss) for the year ended December 31, 2022 - - - 993,643 327,920 (6,652) - - 1,314,911 16,661 1,331,572
Changes in capital surplus
from investments in associates and joint ventures
accounted for using the equity method
- 10,482 - - - - - - 10,482 - 10,482
Offset of deficit against capital surplus - (822,510) - 822,510 - - - - - - -
Non-controlling interests - - - - - - - - - (78,667) (78,667)
Compensation cost and cancellation of restricted shares for employees (235) 20 - - - - 867 - 652 - 652
Difference between the price that has not been increased in proportion to
shareholding and net value
- (42) - - - - - - (42) 42 -
Balance at December 31, 2022 16,277,905 187,699 - 354,726 (447,440) 102,412 - (18,699) 16,456,603 639,816 17,096,419
Net Loss for the year ended December 31, 2023 - - - (3,888,981) - - - - (3,888,981) (25,977) (3,914,958)
Other comprehensive income (loss) for the year ended December 31, 2023 - - - - 172,348 150,054 - - 322,402 5,320 327,722
Total comprehensive income (loss) for the year ended December 31, 2023 - - - (3,888,981) 172,348 150,054 - - (3,566,579) (20,657) (3,587,236)
Legal reserve appropriated - - 35,473 (35,473) - - - - - - -
Cash dividends of ordinary share - - - (162,779) - - - - (162,779) - (162,779)
Changes in equity of associates and joint ventures accounted for using the
equity method
- 23,560 - - - - - - 23,560 - 23,560
Conversion of convertible bonds 49 50 - - - - - - 99 - 99
Disposal of investments in equity instruments at fair value through other
comprehensive income
- - - 25,033 - (25,033) - - - - -
Adjustments of capital surplus for dividends distributed to subsidiaries - 107 - - - - - - 107 - 107
Non-controlling interests - - - - - - - - - (264,900) (264,900)
Difference between the price that has not been increased in proportion to
shareholding and net value
- (4) - - - - - - (4) 4 -
Balance at December 31, 2023 \$
16,277,954
211,412 35,473 (3,707,474) (275,092) 227,433 - (18,699) 12,751,007 354,263 13,105,270

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit (Loss) before income tax
\$
(3,692,800)
946,443
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
1,232,976
1,220,246
Amortization expense
2,375
2,273
Expected credit (gain) loss
325,250
99,547
Net (gain) loss on financial assets or liabilities at fair value through profit or loss
(23,656)
1,318
Interest expense
266,668
212,083
Interest income
(40,491)
(10,783)
Dividends income
(18,408)
(19,220)
Compensation cost of restricted shares for employees
-
652
Share of profit of associates and joint ventures accounted for using the equity method
(7,583)
(6,655)
Gain on disposal of property, plant and equipment and power facilities business held for sale
(5,114)
(33,529)
Loss (gain) on disposal of investment properties
(44,251)
648
Impairment loss on property, plant and equipment
280,528
226,793
Reversal of provisions
(17,087)
(64,637)
Write-down and retirement of inventories
1,709,191
40,833
Impairment loss on prepayments
794,285
-
Others
40,009
(236,796)
Total adjustments to reconcile profit (loss)
4,494,692
1,432,773
Changes in operating assets and liabilities:
Contract assets - current
159,250
(126,032)
Notes and accounts receivable
1,349,435
(549,445)
Accounts receivable from related parties
8,667
17,328
Inventory
1,065,685
(1,954,723)
Prepayments (including non-current)
1,428,603
(499,024)
Other current assets
90,678
(97,533)
Contract liabilities - current
199,572
(125,562)
Notes and accounts payable (including related parties)
(488,046)
(133,106)
Provisions
23,865
28,724
Other current liabilities
(201,971)
62,482
Total changes in operating assets and liabilities
3,635,738
(3,376,891)
Cash flows generated from (used in) operations
4,437,630
(997,675)
Income taxes (paid) received
(9,647)
2,373
Net cash flows generated from (used in) operating activities
4,427,983
(995,302)
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
(11,100)
(213,770)
Proceeds from disposal of financial assets at fair value through other comprehensive income
72,283
-
Acquisition of investments accounted for using the equity method
-
(4,000)
Proceeds from disposal of associates
-
2,469
Proceeds from disposal of subsidiaries
276,489
386,976
Acquisition of property, plant and equipment
(2,020,109)
(2,718,952)
Proceeds from disposal of property, plant and equipment and power facilities business
14,450
33,921
Decrease (increase) in refundable deposits
(19,248)
498,838
Acquisition of intangible assets
(2,089)
(720)
Decrease (increase) in other financial assets
(1,280,754)
364,288
(Increase) decrease in other non-current assets
55,235
(137,050)
Interest received
40,786
12,520
Dividends received
20,535
20,821
(2,853,522)
(1,754,659)
Net cash flows used in investing activities
Cash flows from financing activities:
Increase (decrease) in short-term loans
(1,452,041)
1,847,295
Decrease in short-term bills payable
(100,000)
(121,300)
Proceeds from long-term borrowings
3,331,586
1,394,529
Repayments of long-term borrowings
(3,232,132)
(684,304)
Repayments of preference share liabilities
(8,695)
(17,799)
Payment of lease liabilities
(71,392)
(62,455)
Cash dividends paid
(162,672)
-
Interest paid
(266,777)
(209,975)
Others
33,471
14,030
(1,928,652)
2,160,021
Net cash flows generates from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
74,064
90,835
(280,127)
(499,105)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
4,755,068
5,254,173
Cash and cash equivalents at end of period
\$
4,474,941
4,755,068
2023 2022

United Renewable Energy Co., Ltd. Appropriation of Loss Statement

Year 2023

Unit: NT\$

Amount
Item Total Grand Total
Cumulative undistributed earnings at the beginning of the
period
156,474,664
Net loss after tax for
the current period
(3,888,981,073)
Disposal of financial instruments measured at fair
value through other comprehensive profit or loss
25,033,243
Accumulated losses to be made up (3,707,473,166)
Loss items to be made up:
Statutory surplus reserve 35,472,635
Capital Reserve –
Long-term Equity Investment
0
Capital surplus –
changes in equity of investment in
associates and joint ventures accounted for using
equity method
34,041,521
Capital surplus –
treasury share transactions
106,567
Capital surplus –
additional paid-in capital arising
from bond conversion
56,229
Losses to be made up at the end of the period (3,637,796,214)
Note:The
Company used statutory surplus reserve of NT\$35,472,635 and capital reserve of NT\$34,204,317 to

make up for losses. The total amount of losses to be made up thereafter was NT\$3,637,796,214.

Item
After the Revision
Explanations
Before the Revision
for the
Revision
The scope of business of the
The scope of business of the
In order to
Corporation shall be:
Corporation shall be:
meet the
1. CC01080 Electronic Parts and
1. CC01080 Electronic Parts and
company's
Components
Manufacturing
Components
Manufacturing
future
2. CC01090 Batteries Manufacturing. 2. CC01090 Batteries Manufacturing.
operation plan,
3. CC01010 Manufacture of Power 3. CC01010 Manufacture of Power
add
Generation,
Transmission and
Generation,
Transmission and
the business
Distribution Machinery.
Distribution Machinery.
items
4.
D101060 Self-usage power
4.
D101060 Self-usage power
generation
equipment utilizing
generation
in operation.
equipment utilizing
renewable energy industry.
renewable energy industry.
5. IG03010 Energy Technology
5. IG03010 Energy Technology
Services.
Services.
6. E601010 Electrical Systems Business 6. E601010 Electrical Systems Business
7. F119010 Wholesale of Electronic 7. F119010 Wholesale of Electronic
Materials
(Operation is restricted to
Materials
Article. 2
(Operation is restricted to
be made outside
Hsinchu Science
be made outside
Park)
Park)
Hsinchu Science
8. F219010 Retail Sale of Electronic 8. F219010 Retail Sale of Electronic
Materials(Operation is restricted to be Materials(Operation is restricted to
made
outside Hsinchu Science Park)
be made
outside Hsinchu Science
Park)
9.
D101011
Power generation industry
10. F401010 International Trade.
9. F401010 International Trade.
Research & development, design,
Research & development, design,
manufacture
and sale of the following
manufacture
and sale of the following
products:
products:
(1) Solar cells and related systems.
(1) Solar cells and related systems.
(2) Solar power generation modules and (2) Solar power generation modules and
wafers
wafers
(3) Import and export trade business
(3) Import and export trade business
related to the
Company's products.
related to the
Company's products.

United Renewable Energy Co., Ltd. Articles of Incorporation Comparison Chart

Article. 17 The
Company
shall
have
9
to
13
directors, with three-year terms. They
shall
be
appointed
during
the
shareholders' meeting with the ability to
act and may be re-elected.
Among the number of directors listed in
the preceding paragraph, the number of
independent directors shall not be less
than
one-third
of
the
number
of
directors.
Directors
(including
independent
directors)
are
selected
through
the
candidate nomination system specified
in Article 192-1 of the Company Act,
where shareholders select candidates
from a list of candidates for directors
(including
independent
directors).
Implementation
related
matters
are
handled
in
accordance
with
the
Company
Act,
the
Securities
and
Exchange Act, and other relevant laws.
The
professional
qualifications,
shareholdings,
part-time
restrictions,
nominations, and other matters to be
followed by independent directors shall
be handled
in accordance
with the
relevant regulations of the securities
regulatory authority.
The Company shall
have 9 to 13
directors with three-year terms. They
shall
be
appointed
during
the
shareholders' meeting with the ability to
act and may be re-elected.
Among the number of directors in the
preceding paragraph,
the number of
independent directors shall not be less
than one-fifth
of the director seats.
Directors
(including
independent
directors)
are
selected
through
the
candidate nomination system specified
in Article 192-1 of the Company Act,
where shareholders
select candidates
from a list of candidates for directors
(including
independent
directors).
Implementation
related
matters
are
handled
in
accordance
with
the
Company
Act,
the
Securities
and
Exchange Act, and other relevant laws.
The
professional
qualifications,
shareholdings,
part-time
restrictions,
nominations, and other matters to be
followed by independent directors shall
be handled in accordance with the
relevant regulations of the securities
regulatory authority.
Revised in
accordance
with legal
provisions.
Article. 36 This article was concluded on August
12, 2005.
The first amendment was made on
September 12,
2005.
………
The 21st amendment was made on June
17, 2019.
The 22st amendment was made on June
22, 2020.
The 23st amendment was made on June
24, 2022.
The 24st amendment was made on June
21, 2024.
This article was concluded on August
12, 2005.
The first amendment was made on
September 12,
2005.
………
The 21st amendment was made on June
17, 2019.
The 22st amendment was made on June
22, 2020.
The 23st amendment was made on June
24, 2022.
Revision
date
is added.
Position Name Major Education/ Work
Experience
Current Occupation The name of
the
government
or legal
person
represented
Shareholdings
Director Hong,
Chum-Sam
Electrical Engineering from
National Tsing Hua University
Chairman and CEO, Neo Solar
Power Corp.
Deputy General Manager and
Factory Director, Guanghua
Amorphous Silicon Co.
Section Chief, ITRI Materials
Laboratory-Battery Pack/Thin
Film Pack
National Space Center-Space
Program Power Subsystem
Moderator
Won the highest honor in the
international solar cell
field-PVSEC-23 Special
Award. Academician, Asia
Pacific Institute of Materials
Chairman, NSP
System
Development
Corp.
Chairman,
Zhongyang Corp.
Chairman, Yong
Liang Ltd.
Chairman, Yong
Zhou Ltd.
Chairman, Si Two
Corp.
Director, V5
Technologies Co.,
Ltd.
Director, United
Renewable
Energy
Engineering Co.,
Ltd
1,561,591
Director Lin,
Kun-Si
PhD in Business
Administration from University
of Kentucky, USA
Business Administration from
Jiaotong University
Bachelor of Electronic
Engineering, Jiaotong
University
Chairman and CEO, Neo Solar
Power Corp.
Senior Deputy General
Manager, Taiwan
Semiconductor Manufacturing
Co., Ltd.
Chairman, Rafael
Microelectronics, Inc.
Chairman, V5
Technologies.
Co., Ltd.
Vice Chairman,
V5med Inc.
Director, Rafael
Microelectronics,
Inc.
.Director, United
Renewable
Energy Co., Ltd.
2,253,854
Director Pan,
Wen-Whe
Ph.D. in Fiber Polymers, North
Carolina State University, USA
Department of Fiber and
Composite Materials, Fengjia
University
Director and General Manager.
GINTECH ENERGY
CORPORATION
President, SO YANG
ENTERPRISE GROU
Chief Engineer and Laboratory
Supervisor of Sumitomo
Electronics USA
Director, United
Renewable
Energy Co., Ltd.
1,713,703
Position Name Major Education/ Work
Experience
Current Occupation The name of
the
government
or legal
person
represented
Shareholdings
Camel Precision Co.
Director/Supervisor
Director of Kunding
Investment Holdings (Co.,
Ltd.
Chairman of ECOVE Solar
Energy Corporation
Director of Zhongwei
Investment (Co., Ltd.)
Director Chady Liu Department of Mathematics,
National Cheng Kung
University
Master of Financial
Engineering from Columbia
University
Vice President of Citibank
USA
Vice President, Citibank
Taiwan
Deputy General Manager of
Long Deed Corporation
Director, Long
Deed Corporation
Chairman, Long
Light Corporation
Long deed
corporation
998,770
Director Lin,
Yi-Hui
Master of Public Policy,
National Chung Hsing
University
Department of English
Language and Literature,
Chinese Culture University
Researcher of Management
Business Team, National
Development Fund, Executive
Yuan
Deputy Researcher of
Management Business Team,
National Development Fund,
Executive Yuan
Chief of
Management
Audit Team,
National
Development
Fund, Executive
Yuan
National
Development
Fund,
Executive
Yuan
99,084,679
Director Yaohua
Glass Co.,
Ltd.
Management
Commission
Director, United Renewable
Energy Co., Ltd.
Director, United
Renewable
Energy Co., Ltd.
Yaohua
Glass Co.,
Ltd.
Management
Commission
94,573,203
Director Chiang,
Wen-Hsing
Master of Finance, National
Chung Cheng University
Bachelor of Materials Science
Engineering,
and
National
Tsing Hua University
Senior Division Director, DC
Power Supply Division, Parts
Business Group, Delta
Electronics Industry Co., Ltd.
Review committee member,
"Industrial-Academic
Cooperation Project Using
Legal Persons", Ministry of
Science and Technology
Supervisor, Optoelectronics
Technology Industry
Association
General Manager,
Building
Automation BU
Delta
Electronics, Inc.
$\mathbf{0}$
Position Name Major Education/ Work
Experience
Current Occupation The name of
the
government
or legal
person
represented
Shareholdings
Vice Chairman, Taiwan
Optoelectronics and
Semiconductor Industry
Association (TOSIA)
Independent
Director
Fang,
Jenn-Ming
Master of Business
Administration, MIT
Department of Physics,
National Tsing Hua University
Associate Manager, Winbond
Electronics Co., Ltd. Wafer Fab
Memory Marketing Director,
Winbond Electronics Co., Ltd.
Chairman, Danen
Technology Co.,
Ltd.
$\mathbf{0}$
Independent
Director
Lin,
Camille-Chiaying
Master of Laws, University
College London, UK
Graduate of Law, National
Taiwan University
Department of Law, National
Taiwan University
Chairman, Taipei Bar
Association Intellectual
Property Committee
Member Representative,
National Lawyers Federation
Member, National Lawyers
Association
Intellectual Property Rights
Committee
Vice Chairman, Taiwan Sports
Law and Entertainment Law
Society
Senior Partner,
ToMoDaChi
Attorneys-At-Law
$\bf{0}$
Independent
Director
Tsai
Ming-Fang
PhD, Institute of Industrial
Economics, National Central
University
Independent Director, First
Financial Holdings Life
Insurance Co., Ltd.
Independent Director, Bank of
Taiwan Consolidated Securities
Co., Ltd.
Professor,
Department of
Industrial
Economics,
Tamkang
University
Director, Grand
Cathay Venture
Capital Co., Ltd.
Independent
Director, Taiwan
Financial
Holdings (Co.,
$Ltd.$ )
Independent
Managing
Director, Taiwan
Bank Corporation
Director, Eminent
II VC Corp.
Director, China
Development
Medical Venture
Capital Co., Ltd.
Independent
Director, Choice
Development,
$\mathbf{0}$
Position Name Major Education/ Work
Experience
Current Occupation
Inc.
The name of
the
government
or legal
person
represented
Shareholdings
Independent
Director
Chang,
Chien-Yi
PhD, Department of
Economics, National Taipei
University
Director/Deputy
Director/Associate Researcher
of Taiwan Economic Research
Institute II
Assistant Researcher, China
Economic Research Institute
Deputy Executive Secretary,
Industrial Council, Industrial
Advisory Committee, Ministry
of Economic Affairs
Deputy Executive Secretary,
Business Council, Industrial
Advisory Committee, Ministry
of Economic Affairs
Vice Chairman of the
Economic and Trade Policy
Research Committee of the
Chamber of Commerce of the
Republic of China
Adjunct Associate Professor,
Department of International
Business and Trade, Soochow
University
President, Taiwan
Economic
Research Institute
Director, Central
Bank of the
Republic of China
(Taiwan)
Director,
Changhua Bank
(appointed by
National
Development
Fund)
Director, Yang
Ming Shipping
Co., Ltd.
(appointed by the
National
Development
Fund)
Director, Asia
Pacific Emerging
Industry
Management Co.,
Ltd.
Director, Taipei
Exchange, TPEx
Member,
Wholesale and
Retail Committee
of Taiwan Service
Industry Alliance
Association
$\mathbf{0}$