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URE — AGM Information 2026
Apr 27, 2026
52346_rns_2026-04-27_7945c39d-f1d9-4447-9124-a8b10a3a922e.pdf
AGM Information
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Stock Code: 3576
United Renewable Energy Co., Ltd.
Handbook for the 2026 Annual Meeting of Shareholders
Convening Method: Physical Shareholders Meeting
MEETING TIME : May 28, 2026
PLACE : No.7, Li-Hsin 3rd Rd., Hsinchu Science Park, Hsinchu, Taiwan ( International Conference Hall)
Table of Contents
- Meeting Procedure ... 1
- Meeting Agenda ... 2
- Report Items ... 3
- Matters for Ratification ... 3
- Matters for Discussion ... 3
- Other Business and Special Motion ... 5
- Meeting Adjourned ... 5
ANNEX
- Business Report ... 7
- Audit Committee’s Review Report ... 14
- Independent Auditors’ Report and 2025 Parent Company Only Financial Statements ... 15
- Appropriation of Loss Statement for 2025 ... 38
Appendix
- Articles of incorporation ... 40
- Rules and Procedures of Shareholders’ Meeting ... 47
- Shareholdings of Directors ... 51
United Renewable Energy Co., Ltd.
Procedure for the 2026 Annual
Meeting of Shareholders
- Call the Meeting to Order
- Chairman’s Address
- Report Items
- Matters for Ratification
- Matters for Discussion
- Other Business and Special Motion
- Meeting Adjourned
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United Renewable Energy Co., Ltd. 2026 Annual General Shareholders' Meeting Agenda
Time : 10:00 AM, Thursday, May 28, 2026
Place : No.7, Li-Hsin 3rd Rd., Hsinchu Science Park, Hsinchu, Taiwan
( International conference hall)
- Call the Meeting to Order
- Chairman's Address
- Report Items :
(1) 2025 business report.
(2) Audit committee’s review report of 2025. - Matters for Ratification :
(1) 2025 business report and financial statements.
(2) 2025 appropriation of loss. - Matters for Discussion :
(1) Proposal for Capital Reduction to Offset Accumulated Losse (Shareholder Proposal).
(2) Discussion on the issuance of Restricted Stock Awards. - Other Business and Special Motion
- Meeting Adjourned
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3
Report Items
Item 1
Motion : 2025 business report.
Please refer to ANNEX 1 ,the 2025 Business Report.
Item 2
Motion : Audit committee’s report of 2025.
Please refer to ANNEX 2 ,the Audit Committee’s report of 2025.
Matters for Ratification
Item 1
(Proposed by the Board of Directors)
Motion : 2025 business report and financial statements.
Explanatory Notes:
- URE’s 2025 Standalone and Consolidated Financial Statements were audited by Deloitte & Touche Taiwan CPAs, Anya Liao, and Liang Tanti S..The aforementioned and FY 2025 business report have been approved by the audit committee.
- 2025 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements are attached hereto as ANNEX 1 & 3.
Resolution :
Item 2
(Proposed by the Board of Directors)
Motion : 2025 appropriation of loss.
Explanatory Notes:
To accept 2025 appropriation of loss, For the loss offsetting list, please refer to ANNEX 4.
Resolution :
Matters for Discussion
Item 1
(Shareholder Proposal)
Motion : Proposal for Capital Reduction to Offset Accumulated Losses.
Explanatory Notes:
As of the end of 2025, the Company had accumulated losses of NT$6,077,874,460. To improve its financial structure, the Company proposes to reduce its capital to offset these losses. The proposed capital reduction amounts to NT$6,077,874,460, representing a reduction ratio of approximately 37.33807%. Following the reduction, every 1,000 shares will be exchanged for 626.6193 shares. The Board of Directors is authorized to set the capital reduction record date, the record date for the issuance of replacement shares, the listing date of the new shares, the treatment of fractional shares, and any other related matters..
Resolution :
Item 2
(Proposed by the Board of Directors)
Motion : It is proposed to issue Restricted Stock Awards (RSAs) to employee.
Explanatory Notes:
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In order to encourage excellent employee and keep topnotch talent, it is proposed to issue RSA under Article 267 in the Company Law and criteria Governing the Offering and Issuance of Securities by Securities Issuers.
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RSAs to be issued this time are described below:
(A) Total issue amount: NT$21,000,000, $10 per share face value, totaling 2,100,000 shares.
(B) Issue conditions:
(1) Issue price: NT$0 (i.e. gratuitous) per share face value.
(2) Vesting conditions:
(a) Vest 50% RSAs to those employee who still serve the Company 1 year after each issue day and who had good performance in the year of the issue day.
(b) Vest 50% RSAs to those employee who still serve the Company 2 years after each issue day and who had good performance in the next year of the issue day.
(3) Type of shares to be issued: the Company’s common shares.
(4) When employee do not conform to the vesting conditions or in case of inheritance after they receive or subscribe for RSAs:
(a) When employees who receive RSAs each time voluntarily resign, are dismissed or apply for leave without pay:
(i) not-yet-vested RSAs: the Company may purchase at issue price.
(ii) stock dividends & cash dividends received during vesting period: the Company provides gratuitously.
(b) When employee are below good in performance in either of the two years each time they receive RSAs.
(i) receive not-yet-vested RSAs of the year: the Company may purchase at issue price.
(ii) stock dividends & cash dividends received during vesting period: the Company provides gratuitously.
(3) Retire: When employee who have retired or are applying for retirement received a good performance in the last year, they may obtain their not-yet-vesting RSAs in whole. If their performance is below good, the Company may purchase the not-yet-vesting RSAs at issue price.
(4) If dismissed, the Company may purchase the not-yet-vesting RSAs at issue price.
(5) In case of disability or death as a result of occupational injury or general death:
(i) When employee cannot continue to hold their posts due to disability as a result of occupational injury, they may claim the not-yet-vesting RSAs fully when leaving their jobs.
(ii) In case of death as a result of as a result of occupational injury, the not-yet-vesting RSAs will be considered “fully vested”. After completing statutory procedure and provide related documents, their inheritors may claim their shares or rights which they are due to inherit.
(6) Transfer to affiliated firm: As the Company’s operations need, if employees are required to transfer to the Company’s affiliated firm or other firm after the Company’s verification, the Company may purchase the not-yet-vested RSAs at issue price.
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(7) Regarding all RSAs that the Company purchased back, the Company will cancel them.
(C) Qualifications and shares which employee may receive or subscribe for:
(1) RSAs are available only for all formal employees have taken office at the Company.
(2) RSAs for a single employee each fiscal year and total quantity of employee stock option certificates issued pursuant to Article 56-1, Provision 1 in the Criteria Governing the Offering and Issuance of Securities by Securities Issuers, must not exceed three in a thousand of the total quantity of shares. And quantity of shares which a single employee may subscribe for with his/her employee stock option certificate each fiscal year and RSA which a single employee may receive, must not exceed 1% of the total quantity of shares.
(3) Quantity of RSAs actually provided to employee and received by them needs to refer to seniority, rank, job performance, overall contribution, special achievements, etc., and to be submitted by the Chairman to the Board of Directors for approval. Only a manager or director who is an employee should be approved by the Compensation committee.
(D) Essential reasons for the RSAs: to attract, retain, encourage excellent talent and increase employees' loyalty, in order to make business continue toward a positive and stable development and create the maximum benefits for the Company and shareholders.
(E) Possible expensed amount, dilution on EPS, other effects on equities: issue price is calculated by NT$0 (i.e. gratuitous), substituted into the option pricing model, fair value for a share is approximately $20.55, resulting in a possible expensed amount $43,155,000. After issue, expensed amounts allocated for 2026, 2027, 2028, and 2029 are $4,046,000, $17,532,000, $17,532,000, and $4,045,000, respectively; effects on earnings approximately $0.002, $0.011, $0.011, and $0.002, respectively. The Company's operations in the coming years are expected to continue its growing trends. As a result, estimated overall, the dilution on earnings per share (EPS) is limited and also might not have any significant effect on existing shareholders.
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Within 1 year after passing shareholders' meeting, this proposal may proceed with the Competent Authorities at different times. Within 1 year after a declaration approval notice from the Competent Authorities arrives, depending on the actual needs, issue can be made at one time or several times, and actual issue date is decided by requesting the Board of Directors to authorize the Chairman.
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RSAs to be issued this time, related restrictions, and important agreed-on matters or matters not specified, will proceed under relevant law and regulations and issue measures specified by the Company.
Resolution :
Other Business and Special Motion
Meeting Adjourned
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Annex
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Annex 1
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 2025, global political and economic conditions were marked by heightened volatility. Ongoing regional conflicts and a broad shift toward conservative right-leaning policies accelerated the emergence of a “New Right” economic approach, with developments in the United States exerting the greatest influence. At the start of the year, the beginning of Donald Trump’s second term drove a rapid expansion of unilateralism and deglobalization. Beginning in April, the United States imposed “Liberation Day” and reciprocal tariffs on a global basis, channeling capital into domestic manufacturing. The July enactment of the “Big and Beautiful Bill” further mandated supply chain localization and strengthened natural resource security through a range of policy measures. Meanwhile, U.S. national debt reached a record USD 38 trillion, reinforcing the shift toward a multipolar global order. This development weakened market confidence in U.S. Treasuries and the U.S. dollar, prompting capital flows into traditional safe-haven assets such as precious metals. Against this backdrop, raw material prices surged, and supply chain fragmentation drove manufacturing costs higher. The global solar market faced a difficult operating environment in 2025. The U.S. Department of Commerce imposed substantial anti-dumping and countervailing duties on imports from four Southeast Asian countries. Combined with uncertainty surrounding reciprocal tariffs, persistently high interest rates, and slow inventory normalization in Europe, these factors created significant headwinds. In the domestic market, public opposition intensified due to the spread of negative information, resulting in delays in project development and installation. In addition, tighter environmental impact assessment regulations further constrained project execution. As a result, the Company reported consolidated revenue of NT$3.05 billion in 2025, representing a 47% year-over-year decline. Looking ahead, the International Monetary Fund projects global GDP growth of approximately 3.3% in 2026, unchanged from 2025. As supply chain realignment coincides with rising climate-related losses, addressing global warming has become a shared global priority. At the same time, electricity demand is expected to continue rising, driven by the rapid expansion of artificial intelligence applications. Renewable energy is set to become a core global power source and, given its cost advantages, its share in the energy mix will continue to expand. According to EMBER, solar power accounted for 61% of the increase in U.S. electricity generation last year. BNEF further projects that global solar capacity additions in 2026 could reach up to 649 GW.
The government has set a target for renewable energy to account for 60% to 70% of total electricity generation by 2050, positioning solar photovoltaics as a central pillar of Taiwan’s energy transition. Supported by policy initiatives, the domestic solar industry continues to advance development and transformation efforts. Energy policy now extends beyond economic considerations and increasingly reflects geopolitical risk. The expansion of renewable energy enables a transition from centralized power generation to distributed grid systems, reducing reliance on any single energy source. As part of the National Development Council’s “12 Key Strategies” to achieve net-zero emissions, solar photovoltaics has been identified as a primary focus area, with particular emphasis on next-generation high-efficiency technologies and value-added recycling and reuse of modules. High-efficiency products are well suited to Taiwan’s limited land availability, as higher conversion efficiency allows greater electricity output per unit area. United Renewable Energy Co., Ltd. continues to invest actively in research and development and has introduced advanced technologies such as heterojunction and perovskite tandem cells. Its current mainstream production is centered on next-generation N-type TOPCon cells. As an early adopter of bifacial cell technology and large-scale production of bifacial modules in Taiwan, the Company leverages reflected light to enhance total system output. Its previously launched bifacial dual-glass modules have delivered strong performance and market recognition. Building on this foundation, the integration of bifacial generation with M10 TOPCon technology has further improved conversion efficiency, enabling higher energy yields within limited land constraints. The Company has introduced the GLORY TOPCon bifacial dual-glass product line, delivering output of up to 600W and featuring a high-strength, high-reliability dual-glass design suited for demanding environments such as coastal regions. In response to policies promoting rooftop solar installations, the Company has also launched the TOPCon Noir series, which combines a lightweight
single-glass structure with an all-black aesthetic design while maintaining bifacial generation capability, making it well suited for building-integrated applications. For international markets, the Company has introduced M10 N-type products, including GLORY HELLO and GLORY TOPCon, with output reaching up to 730W. These products have gained strong recognition from customers in both domestic and overseas markets for their performance and reliability.
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 13 consecutive years, and won 3 awards for the year, 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.
The Company is actively transitioning into a comprehensive green energy solutions provider, with operations spanning the full solar value chain. Its business now covers upstream manufacturing and sales of solar products, midstream development, design, and engineering, procurement, and construction of solar and energy storage systems, and downstream operation and maintenance of energy assets. Supported by this vertically integrated structure, the Company has established itself as one of Taiwan's leading solar project developers and EPC providers. In international markets, the Company follows a flexible business model and has formed strategic partnerships with leading global renewable energy asset managers. Leveraging its strong project development capabilities, the Company advances projects through construction or completion and subsequently divests them to asset management partners. This approach has delivered solid results, with more than 600MW of projects completed worldwide, enhancing capital efficiency and turnover. Aligned with government energy policy, President Lai Ching-te has directed, through the Climate Change Response Committee, that the Ministry of the
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Interior lead the transition toward near-zero carbon buildings and expand building energy efficiency standards, including requirements or incentives for solar installations. To capture this opportunity, the Company is actively developing BIPV solutions featuring anti-glare performance, typhoon resistance, and integration with architectural design, enabling deployment across a wide range of applications. The Company's project portfolio spans public sector tenders, industrial facilities of various scales, residential rooftops, solar carports, and agrivoltaic and aquavoltaic installations. In addition to new project development, the Company has introduced retrofit services for existing installations. By conducting detailed performance assessments and technical upgrades, these services improve energy output, extend asset life, and enhance long-term economic returns. According to Bloomberg New Energy Finance, global solar capacity additions are projected to reach up to 649GW in 2026. Given the strong growth outlook for renewable energy and the stable cash flow characteristics of power generation assets, the Company will continue to expand its global project portfolio, secure stable sales channels for solar cells and modules, and sustain long-term growth to maximize shareholder value.
The Company maintains active involvement across the full value chain of the energy storage market, with a well-established and continuous presence. In the front-of-the-meter segment, it has completed system design and construction for Taipower's Nanyantian solar-plus-storage project and has also deployed a front-of-the-meter storage system at its Tainan manufacturing facility, building strong technical capabilities and hands-on experience. In 2025, marking the initial phase of behind-the-meter energy storage adoption, the Company completed its demonstration project in the third quarter, with total installed capacity of $4.2\mathrm{MW}$ . The system enables flexible energy dispatch within the Tainan plant and supports on-demand self-consumption. It reduces electricity costs in production operations while providing a practical reference for commercial and industrial customers seeking greater energy independence and reliable backup solutions. As renewable energy penetration increases, the variability and intermittency of these resources make energy storage essential to grid stability. The Company is actively deploying frequency regulation reserve systems and integrated solar-plus-storage solutions to support grid reliability and enable more flexible power applications. At the same time, it is expanding into the behind-the-meter segment, focusing on high-voltage and extra-high-voltage industrial users by delivering tailored energy management solutions. According to Fortune Business Insight, the global solar-plus-storage market is projected to grow at a compound annual rate of approximately $29\%$ from 2026 to 2034. Continued advancements in storage technology are expected to accelerate the adoption of renewable energy. To capture this growth, the Company will continue to invest in research and development and expand its project footprint, reinforcing its competitive position in the energy transition and driving long-term shareholder value.
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 "2035 Energy Transformation" and move towards the goal of "Asia's Green Energy Development Center".
The following are highlight of 2025 performance and business plan for the 2026:
- The report on 2025 business result
1.1.2025 Financial Performance
Unit: NT$'000
| Item | 2025 | 2024 |
|---|---|---|
| Consolidated Net Sales | 3,046,560 | 5,784,135 |
| Consolidated Gross Income (Loss) | (663,754) | 638,006 |
| Consolidated Loss from Operation | (1,529,497) | (228,667) |
| Consolidated Loss After Income Tax | (1,246,524) | (2,145,711) |
| Net Loss Attributable to Shareholders of the Parent | (1,247,485) | (2,134,357) |
1.2.Budget Implementation
The Company did not provide nor disclose any budget forecast to the public.
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1.3. Analysis of Receipts, Expenditures, and Profitability
1.3.1. Analysis of Receipts and Expenditures
In 2025, the net cash used in operating activities amount to NT$568,080 thousand, net cash used in investing activities amount to NT$75,919 thousand, the net cash generated from financing activities amount to NT$1,151,459 thousand. 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 reported consolidated operating revenue of NT$3,046,560 thousand for 2025, a year-over-year decline of 47.3%. The decrease was primarily attributable to heightened public scrutiny and negative sentiment toward Taiwan's solar industry, which led to significant delays in project development and construction. In addition, tighter environmental impact assessment regulations further slowed project execution. Globally, market conditions were adversely affected by the imposition of substantial anti-dumping and countervailing duties by the U.S. Department of Commerce on imports from four Southeast Asian countries, along with uncertainty surrounding reciprocal tariffs, elevated interest rates, and slow inventory normalization in Europe. These factors collectively weighed on performance. As a result of lower capacity utilization, the Company recorded a gross margin of -21.8%. Operating expenses for the year remained broadly in line with the prior year. Net loss after tax totaled NT$1,246,524 thousand, representing a 41.9% year-over-year reduction. The Company's overall financial position remained sound. As of year-end 2025, consolidated cash and cash equivalents stood at NT$5,120,657 thousand. The Company will continue to maintain adequate liquidity and manage its financial operations under a conservative and prudent approach.
1.4. Examine Research and Development Work
The Company provides a comprehensive product layout according to different site environments (ground type, rooftop type, wind and rain stadium, water surface type, agricultural, fishery and electricity symbiosis, etc.), all of which are solar photovoltaic modules that are suitable for various environments. It is the Company that provides the most product solutions in the industry in Taiwan. The main products include: "Spade high-efficiency PEACH VLM" uses M10 PERC batteries. M10 modules have better power generation performance and kilowatt-hour cost in large power stations. "Glory double-glass double-sided GLORY TOPCon" uses M10 TOPCon batteries with a better weather-resistant structure, and is suitable for salt flat areas and has high wind pressure resistance and fire resistance. "Spade single-glass double-sided PEACH TOPCon" and "All-Black Bifacial TOPCon Noir" both use M10 TOPCon batteries. Their lightweight design has high-efficiency power generation performance and is suitable for rooftop-type and other distributed power stations.
URECO continues to thrive in the development and investment of new solar process technologies. The highly salt-resistant and high-wind pressure resistant modules launched in response to Taiwan's special terrain and climate have been widely praised. In the future, URECO will continue to provide customers with high-reliability products. The product features are as follows: TOPCon cells have high photoelectric conversion efficiency, which can greatly improve power generation efficiency. The annual decline and linear decline rate of module power generation are better than the current mainstream products in the industry. Therefore, the return on investment of the solar system can be increased by more than 0.5%. It is more suitable for bifacial power generation and high-temperature areas such as large-scale ground-based, fishery power and agricultural power symbiosis projects.
2.2026 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 installed capacity of cells and modules has reached 430MW and 430MW, respectively.
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2.2. Research and Development
To address strong global demand for higher-output solar modules, the Company continues to enhance its existing cell technologies through process integration, adoption of advanced materials, and optimization of manufacturing parameters. These efforts have improved conversion efficiency and reinforced its technological leadership. The average mass production efficiency of TOPCon cells has exceeded 25.1%, with peak efficiency above 25.3%, and performance continues to improve on a quarterly basis. The Company expects to achieve an average efficiency of 25.45% by year-end.
Regarding the layout of next-generation module products, in response to international net-zero carbon emissions and Taiwan's energy transformation, URECO and its partners are accelerating the development of next-generation high-efficiency solar photovoltaic technology, which has now reached the product standardization stage. Recently, its large-size perovskite silicon stacked new technology has successfully developed Taiwan's first large-size (>2m²) module. This accelerated new technology research and development not only promotes cross-border cooperation in Taiwan and international markets, but also marks another milestone after the official shipment of M10 TOPCon modules this year. The Company has also initiated related patent filings during the year. Given Taiwan's limited land availability, improving conversion efficiency per unit area remains the most effective solution. To this end, the Company has developed an upgraded TOPCon all-black module featuring enhanced anti-glare performance and an environmentally friendly design. While maintaining high efficiency and reliability, these modules broaden application scenarios to include areas such as airport surroundings, industrial facilities, and residential rooftops, combining functional performance with modern architectural aesthetics and sustainability considerations.
In line with policies promoting rooftop solar installations, the Company has introduced not only all-black modules but also newly developed colored modules designed for façade integration. These solutions expand the range of photovoltaic applications and can be integrated with landscape design and advertising elements. They are currently undergoing joint development and validation with research institutions and strategic partners.
Beyond the domestic market, the Company is actively expanding its international footprint, with a particular focus on the United States. Its products have obtained multiple U.S. certifications, and product strategies are being continuously adjusted in response to evolving U.S. tariff policies to align with local market requirements.
2.3. Sales Policies
Countries around the world are currently accelerating energy transformation. Since solar energy is more cost-effective than other renewable energy sources, the number of related installations around the world is growing rapidly. The Company will strengthen its efforts to develop new customers, especially in penetrating into emerging markets. Through the Company's integration capabilities in the upstream and downstream industries, it expects to establish outlets with high-efficiency high-quality products and Taiwan's high-end module brands. Meanwhile, it will actively build an excellent business team and develop global sales channels with advantages in the global system business, succeeding to become an all-round energy solution provider.
2.4. System Business
With URECO's high-efficiency products and Taiwan's goal of cumulative installation capacity of 40GW-80GW in 2050, the Company will actively develop diversified project sites, expand EPC and maintenance operations, and at the same time carry out site optimization and transformation to provide customers with "one-stop" energy integration services, thus meeting the huge market demand for green energy. In the overseas market, electricity prices continue to remain high along with energy prices. Governments around the world are pursuing energy independence and energy conservation and carbon reduction, so investment in green energy will grow compared with 2025. The Company continues to expand its global solar power plant business, mainly in the European and American markets. In this regard, the Company will integrate its battery, module brands and solar system businesses to establish the most complete layout in the middle and lower downstream of the solar supply chain.
2.5. New Business Development
Energy storage plays an important role in URECO's strategic layout of integrating green renewable energy. In order to become an upper-level participant in Taiwan's power trading market, the Company will cooperate with top foreign energy storage equipment manufacturers to jointly create more efficient and safer energy storage systems, while enhancing the Company's competitive advantages in domestic and international markets. Facing the strategic adjustment of Taipower's electricity price, URECO will actively expand the behind-the-meter energy storage market with its professional experience and respond to the characteristics of this market. In the meantime, it is scheduled to build a 4.2MWh demonstration energy storage system in the Tainan plant in 2025, which will serve as a technology verification platform and provide customers with professional consulting, engineering and maintenance services. United Renewable Energy has built a comprehensive energy storage platform, with integrated development and operational capabilities across both front-of-the-meter and behind-the-meter segments. This end-to-end project experience serves as a technical validation platform and supports the Company's ability to deliver consulting, engineering, and operation and maintenance services to customers. 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.
- Effect of External Competition, the Legal Environment and the Overall Business Environment
3.1. At the "3rd Meeting of the National Climate Change Promotion Committee" of the Presidential Office, the Energy Department set Taiwan's cumulative solar photovoltaic installation target after 2025 for 2030, 2032, and 2035 to be 31.2GW, 32.73GW, and 35.02GW.
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, cooperating with the government in promoting the 2050 net-zero emissions target..
3.3. Despite 122 countries presenting updated carbon reduction targets at COP30, it is becoming increasingly clear that the goal of limiting global temperature rise to $1.5^{\circ}\mathrm{C}$ is unlikely to be achieved under current trajectories. Over the past year, developing countries have accelerated solar deployment to expand electricity access. According to the World Bank and the Rockefeller Foundation, solar energy currently accounts for only about $2\%$ of Africa's electricity generation, well below the global average. However, solar panel imports into Africa have recently tripled year over year. Given its cost competitiveness, solar power is expected to remain a primary source of renewable energy in the foreseeable future. The Company has long established a presence in international solar markets and will continue to expand its solar system business to grow its overseas footprint.
3.4. In November 2025, Taiwan's Legislative Yuan approved amendments to the Environmental Impact Assessment Act, the Development of Tourism Act, and the Geology Act. These revisions impose stricter environmental review requirements for solar projects and restrict development in areas such as geologically sensitive zones and designated scenic or tourism regions. As a result, solar project development is expected to become more challenging, with higher compliance costs and potential constraints on the supply of renewable electricity.
3.5. The Standards for Building Solar Photovoltaic Installations will take effect in August 2026. Under these regulations, new construction, expansions, and renovations involving buildings with rooftop areas of at least 1,000 square meters will be required to install solar photovoltaic systems. This policy is expected to support continued growth in the domestic solar market, advance the 2050 net-zero transition, encourage greater urban accountability for electricity usage, and strengthen overall energy resilience..
3.6. 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.
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3.7. 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.
3.8. 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.
3.9. 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.
Chairman Dr. Hong
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Annex 2
United Renewable Energy Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and loss offsetting list. The CPA firm of Deloitte & Touche 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 9, 2026
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Annex 3
Independent Auditors’ Report
To the Board of Directors of United Renewable Energy Co., Ltd.:
Opinion
We have audited the accompanying financial statements of United Renewable Energy Co., Ltd. (the "Company"), which comprise the balance sheets as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 for 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 for the year ended December 31, 2025. 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 an opinion on these matters.
The key audit matter of the Company’s financial statements for the year ended December 31, 2025 is described as follows:
The Validity of Revenue Recognized from Specific Customers
Management is under pressure to meet forecasted targets; accordingly, auditing standards presume a risk of fraud in revenue recognition. Given that the United Renewable Energy Company principal revenue streams arise from the sale of solar cells and modules, we consider that sales transactions with significant amounts, those exhibiting year-on-year growth, or those involving newly established customers may give rise to a material misstatement in the financial statements with respect to the occurrence assertion of revenue. Accordingly, revenue recognized from the aforementioned customers has been identified as a key audit matter. For the relevant accounting policies on revenue recognition, please refer to Note 4(m) to the financial statements.
We performed tests of controls to obtain an understanding of the design and operating effectiveness of the Company’s processes and related internal controls over revenue recognition. We also selected appropriate samples from the detailed sales transactions with the aforementioned customers and inspected supporting documentation, including original sales orders, external shipping documents, and customer acknowledgements of receipt, to verify the occurrence of the sales transactions. In addition, we reviewed whether any significant sales returns occurred subsequent to the balance sheet date in order to assess whether revenue recognized from the aforementioned customers is free from material misstatement.
Assessment of Impairment for Property, Plant and Equipment of the Principal Operating Segments
As of December 31, 2025, the carrying amount of property, plant and equipment of the main cash-generating unit for solar cell and module manufacturing - the Tainan Plant - was $1,904,049 thousand, representing 10% of the total assets, which is material to the overall financial statements. The United Renewable Energy Company is required to assess at each reporting date whether there are any indicators of impairment suggesting that its tangible assets may be impaired. If any such indicators exist, the recoverable amount of the asset must be estimated. If the recoverable amount of an individual asset cannot be determined, the recoverable amount of the cash-generating unit to which the asset belongs should be estimated. Management performs impairment assessments for property, plant and equipment. Because the determination of recoverable amounts involves management’s assumptions and subjective judgments, the methodology directly affects the amount of impairment loss recognized. Accordingly, the impairment assessment of property, plant and equipment has been identified as a key audit matter. For accounting policies on impairment of property, plant and equipment, please refer to Notes 4(j) and 5, and for details of impairment losses on property, plant and equipment, please refer to Note 15.
Our principle audit procedures included:
- Understand and review the Company’s impairment assessment schedules for cash-generating units identified as having indicators of impairment.
- Understand the basis and sources of information for the assumptions and related parameters used by management in estimating the recoverable amount, and assess the reasonableness of their achievability.
- Obtain an understanding of, and consult with, our firm’s internal specialists to evaluate the reasonableness of the assumptions and methodology used in the asset impairment assessment.
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Other Matter
We did not audit the financial statements of V5 Technologies Co., Ltd., an investment accounted for using the equity method included in the financial statements of the Company, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the financial statements of V5 Technologies Co., Ltd., is based solely on the reports of other auditors. As of December 31, 2025, the carrying amount of investments in the investee companies accounted for using the equity method was $200,159 thousand, representing 1% of total assets. For the period from January 1 to December 31, 2025, the Company's share of profit or loss of associates accounted for using the equity method amounted to $110,552 thousand, representing (8.9%) of loss before tax.
The financial statements of United Renewable Energy Co., Ltd. Company for the year ended December 31, 2024 were reviewed by other certified public accountants, who issued a review report with a unmodified opinion on March 14, 2025.
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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of 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 maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2025 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.
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The engagement partners on the audits resulting in this independent auditors’ report are Wan-I Liao and Sheng-Tai Liang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
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UNITED RENEWABLE ENERGY CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 3,523,715 | 18 | $ 4,952,153 | 22 |
| Financial assets at fair value through profit or loss - current (Notes 4, 7 and 32) | 248,976 | 1 | 262,028 | 1 |
| Financial assets at fair value through other comprehensive income - current (Notes 4, 8, 32 and 34) | 102,089 | 1 | 115,916 | 1 |
| Contract assets (Note 26) | 49,200 | - | 16,252 | - |
| Notes and trade receivables (Notes 4, 10 and 26) | 277,385 | 2 | 458,699 | 2 |
| Trade receivables - related parties (Notes 10, 26 and 33) | 13,189 | - | 28,866 | - |
| Other receivables | 7,036 | - | 9,103 | - |
| Other receivables - related parties (Note 33) | 56,452 | - | 60,245 | - |
| Current tax assets (Note 28) | 10,731 | - | 9,014 | - |
| Inventories (Notes 4 and 11) | 633,364 | 3 | 917,219 | 4 |
| Prepayments (Note 12) | 121,039 | 1 | 75,315 | - |
| Other financial assets (Notes 13 and 34) | 225,503 | 1 | 387,370 | 2 |
| Other current assets | 335,695 | 2 | 288,159 | 1 |
| Total current assets | 5,604,374 | 29 | 7,580,339 | 33 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8, 32 and 34) | 755,582 | 4 | 1,155,230 | 5 |
| Investments accounted for using the equity method (Notes 4, 14 and 34) | 2,608,647 | 13 | 2,281,246 | 10 |
| Property, plant and equipment (Notes 4, 15 and 34) | 5,599,919 | 29 | 6,100,349 | 27 |
| Right-of-use assets (Note 16) | 965,032 | 5 | 1,038,841 | 5 |
| Investment properties (Notes 17 and 34) | 2,237,945 | 11 | 2,325,093 | 10 |
| Intangible assets (Notes 4 and 18) | 16,952 | - | 1,304 | - |
| Deferred tax assets (Notes 4 and 28) | 116,055 | 1 | 120,410 | 1 |
| Prepayments - non-current (Note 12) | 918,456 | 5 | 1,053,282 | 5 |
| Refundable deposits (Note 34) | 134,564 | 1 | 127,280 | 1 |
| Other receivables - related parties - non-current (Note 33) | 468,932 | 2 | 552,170 | 2 |
| Other financial assets - non-current (Notes 13 and 34) | 163,939 | 1 | 188,221 | 1 |
| Other non-current assets | 1,581 | - | 1,857 | - |
| Total non-current assets | 13,987,604 | 72 | 14,945,283 | 67 |
| TOTAL | $ 19,591,978 | 100 | $ 22,525,622 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 19) | $ 600,000 | 3 | $ - | - |
| Short-term bills payable (Notes 4 and 19) | 43,318 | - | 47,658 | - |
| Contract liabilities (Note 26) | 102,976 | 1 | 151,994 | 1 |
| Notes and trade payable (Note 20) | 324,039 | 2 | 457,533 | 2 |
| Other payables (Note 22) | 599,565 | 3 | 1,351,212 | 6 |
| Other payables from related parties (Note 33) | 268,038 | 2 | 268,251 | 1 |
| Lease liabilities - current (Note 16) | 44,058 | - | 44,800 | - |
| Current portion of long-term borrowings (Notes 19 and 34) | 4,545,449 | 23 | 1,155,231 | 5 |
| Other current liabilities (Note 23) | 48,101 | - | 174,500 | 1 |
| Total current liabilities | 6,575,544 | 34 | 3,651,179 | 16 |
| NON-CURRENT LIABILITIES | ||||
| Financial liabilities at fair value through profit or loss - non-current (Notes 7 and 32) | 34,197 | - | 258 | - |
| Bonds payable (Notes 4 and 21) | - | - | - | - |
| Long-term borrowings (Notes 19 and 34) | 1,212,697 | 6 | 5,726,336 | 25 |
| Deferred tax liabilities (Note 28) | 29,697 | - | 34,052 | - |
| Provisions - non-current (Note 23) | 231,410 | 1 | 249,816 | 1 |
| Lease liabilities - non-current (Note 16) | 1,005,161 | 5 | 1,061,378 | 5 |
| Credit balance for using equity methods (Notes 4 and 14) | 8,032 | - | 375,987 | 2 |
| Guarantee deposits | 111,345 | 1 | 136,500 | 1 |
| Total non-current liabilities | 2,632,539 | 13 | 7,584,327 | 34 |
| Total liabilities | 9,208,083 | 47 | 11,235,506 | 50 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25) | ||||
| Share capital | ||||
| Ordinary shares | 16,277,954 | 83 | 16,277,954 | 72 |
| Capital surplus | 1,873 | - | 413,186 | 2 |
| Accumulated deficit | (6,079,748) | (31) | (5,806,951) | (26) |
| Other equity | 202,515 | 1 | 424,626 | 2 |
| Treasury shares | (18,699) | - | (18,699) | - |
| Total equity | 10,383,895 | 53 | 11,290,116 | 50 |
| TOTAL | $ 19,591,978 | 100 | $ 22,525,622 | 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche audit report dated March 13, 2026)
UNITED RENEWABLE ENERGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 26 and 33) | $ 2,534,321 | 100 | $ 4,299,046 | 100 |
| OPERATING COSTS (Notes 11, 27 and 33) | 3,186,800 | 126 | 3,724,883 | 87 |
| GROSS (LOSS) PROFIT | (652,479) | (26) | 574,163 | 13 |
| REALIZED GAIN ON SALES | 3,176 | - | 3,119 | - |
| OPERATING EXPENSES (Note 27) | ||||
| Selling expenses | 107,990 | 4 | 163,860 | 4 |
| General and administrative expenses | 543,888 | 21 | 444,818 | 10 |
| Research and development expenses | 67,555 | 3 | 82,498 | 2 |
| Expected credit loss (reversed) on trade receivables (Note 10) | (1,413) | - | (1,492) | - |
| Total operating expenses | 718,020 | 28 | 689,684 | 16 |
| LOSS FROM OPERATIONS | (1,367,323) | (54) | (112,402) | (3) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other income (Notes 27 and 33) | 496,991 | 20 | 272,502 | 6 |
| Other gains and losses (Note 27) | (78,205) | (3) | (1,085,298) | (25) |
| Finance costs (Notes 27 and 33) | (290,462) | (11) | (315,287) | (7) |
| Share of the gain (loss) of associates and joint ventures | (69,061) | (3) | (684,387) | (16) |
| Interest income | 60,575 | 2 | 68,798 | 2 |
| Total non-operating income and expenses | 119,838 | 5 | (1,743,672) | (40) |
| LOSS BEFORE INCOME TAX | (1,247,485) | (49) | (1,856,074) | (43) |
| INCOME TAX EXPENSE (Notes 4 and 28) | - | - | (278,283) | (6) |
| NET LOSS FOR THE YEAR | (1,247,485) | (49) | (2,134,357) | (49) |
(Continued)
UNITED RENEWABLE ENERGY CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income | $ 250,642 | 10 | $ 423,439 | 10 |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | 88,749 | 3 | 35,022 | 1 |
| 339,391 | 13 | 458,461 | 11 | |
| TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ (908,094) | (36) | $ (1,675,896) | (38) |
| LOSS PER SHARE (NT$; Note 29) | ||||
| Basic loss per share | $ (0.77) | $ (1.31) |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 13, 2026) (Concluded)
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UNITED RENEWABLE ENERGY CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company (Note 28) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Accumulated Deficit | Exchange Differences on Translating Foreign Operations | Unrealized Gain/(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | Treasury Shares | Total Equity | ||
| Legal Reserve | Accumulated Deficit | |||||||
| BALANCE ON JANUARY 1, 2024 | $ 16,277,954 | $ 211,412 | $ 35,473 | $(3,707,474) | $(275,092) | $ 227,433 | $(18,699) | $ 12,751,007 |
| Appropriation of earnings for 2023 and use of legal reserve to offset accumulated deficit | - | - | (35,473) | 35,473 | - | - | - | - |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method | - | 2,635 | - | - | - | - | - | 2,635 |
| Capital surplus to offset deficit | - | (34,204) | - | 34,204 | - | - | - | - |
| Net loss for the year ended December 31, 2024 | - | - | - | (2,134,357) | - | - | - | (2,134,357) |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 35,022 | 423,439 | - | 458,461 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | (2,134,357) | 35,022 | 423,439 | - | (1,675,896) |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | - | - | (20,973) | - | - | - | (20,973) |
| Changes in percentage of ownership interests in subsidiaries | - | 233,343 | - | - | - | - | - | 233,343 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | (13,824) | - | 13,824 | - | - |
| BALANCE ON DECEMBER 31, 2024 | 16,277,954 | 413,186 | - | (5,806,951) | (240,070) | 664,696 | (18,699) | 11,290,116 |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method | - | 1,546 | - | - | - | - | - | 1,546 |
| Capital surplus to offset deficit | - | (413,186) | - | 413,186 | - | - | - | - |
| Net profit for the year ended December 31, 2025 | - | - | - | (1,247,485) | - | - | - | (1,247,485) |
| Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax | - | - | - | - | 88,749 | 250,642 | - | 339,391 |
| Total comprehensive income (loss) for the year ended December 31, 2025 | - | - | - | (1,247,485) | 88,749 | 250,642 | - | (908,094) |
| Changes in percentage of ownership interests in subsidiaries | - | 327 | - | - | - | - | - | 327 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | 561,502 | - | (561,502) | - | - |
| BALANCE ON DECEMBER 31, 2025 | $ 16,277,954 | $ 1,873 | $ - | $(6,079,748) | $(151,321) | $ 353,836 | $(18,699) | $ 10,383,895 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
UNITED RENEWABLE ENERGY CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax | $ (1,247,485) | $ (1,856,074) |
| Adjustments for: | ||
| Depreciation expense | 696,753 | 735,070 |
| Amortization expense | 2,755 | 2,611 |
| Expected credit loss (reversed) on trade receivables | (1,413) | (1,492) |
| Net loss on fair value changes of financial assets at fair value through profit or loss | 46,991 | 7,801 |
| Interest expense | 290,462 | 211,637 |
| Interest income | (60,575) | (68,798) |
| Dividends income | (13,635) | (21,805) |
| Share of (profit) loss of associates accounted for using the equity method | 69,061 | 684,387 |
| Gain on disposal of property, plant and equipment | (400) | (25,426) |
| Reclassification of property, plant and equipment to expenses | 5,743 | 3,891 |
| Gain on disposal of investments | (56,731) | - |
| Impairment loss on property, plant and equipment | 70,269 | 732,776 |
| Impairment loss on prepayments | 73,493 | 13,677 |
| (Reversal of) write-down of inventories | 44,387 | (414,790) |
| Recognition (reversal) of provisions | 21,709 | (15,804) |
| Realized gain on transactions with subsidiaries | (3,176) | (3,119) |
| Gain on lease modification | - | 2,144 |
| Others | 58,226 | 24,706 |
| Changes in operating assets and liabilities: | ||
| Financial assets mandatorily measured at fair value through profit or loss | - | (265,192) |
| Contract assets | (32,948) | (11,851) |
| Notes and trade receivables | 185,635 | 480,970 |
| Trade receivables from related parties | 15,677 | (28,824) |
| Other receivables | 3,188 | - |
| Other receivables from related parties | 75,629 | - |
| Inventories | 218,933 | 543,774 |
| Prepayments | 26,374 | 192,925 |
| Other current assets | (47,534) | 6,461 |
| Contract liabilities | (49,018) | 16,671 |
| Notes and trade payable | (117,255) | (145,094) |
| Other payables | (508,724) | - |
| Other payables from related parties | 12,243 | - |
| Provisions | (41,120) | 25,846 |
| Other current liabilities | (126,398) | 526,225 |
| Cash (used in) generated from operations | (388,884) | 1,353,303 |
| Income tax paid | (1,717) | (4,990) |
| Net cash generated from (used in) operating activities | (390,601) | 1,348,313 |
| (Continued) |
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UNITED RENEWABLE ENERGY CO., LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (86,720) | $ (139,671) |
| Disposal of financial assets at fair value through other comprehensive income | 586,653 | 35,652 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 1,312 | 2,688 |
| Acquisition of long-term equity investments accounted for using the equity method | (585,623) | (834,777) |
| Disposal of long-term equity investments accounted for using the equity method | 60,367 | - |
| Acquisition for property, plant and equipment (Note 30) | (366,143) | (956,509) |
| Proceeds from disposal of property, plant and equipment | 400 | 27,634 |
| (Increase) decrease in refundable deposits | (7,284) | 19,258 |
| Payments for other intangible assets | (18,403) | (2,350) |
| Decrease (increase) in other financial assets | 186,148 | 2,348,980 |
| Interest received | 59,454 | 67,997 |
| Dividends received | 16,646 | 21,805 |
| Net cash (used in) generated from investing activities | (153,193) | 590,707 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term borrowings | 600,000 | (204,000) |
| (Repayments of) proceeds from short-term bills payable | (4,400) | 47,800 |
| Repayments of bonds payable | - | (2,999,900) |
| Proceeds from long-term bank loans | - | 3,976,327 |
| Repayments of long-term bank loans | (1,123,421) | (645,645) |
| (Decrease) increase in guarantee deposits | (25,155) | 20,940 |
| Payment of the principal portion of lease liabilities | (44,368) | (64,655) |
| Interest paid | (273,438) | (208,776) |
| Net cash (used in) generated from financing activities | (870,782) | (77,909) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (13,862) | (2,114) |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,428,438) | 1,858,997 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR | 4,952,153 | 3,093,156 |
| CASH AND CASH EQUIVALENTS, END OF THE YEAR | $ 3,523,715 | $ 4,952,153 |
| The accompanying notes are an integral part of the financial statements. | ||
| (With Deloitte & Touche auditors’ report dated March 13, 2026) | (Concluded) |
Independent Auditors’ Report
To the Board of Directors of United Renewable Energy Co., Ltd.:
Opinion
We have audited the accompanying consolidated financial statements of United Renewable Energy Co., Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Consolidated Financial Statements section of our report. We are independent of the Group 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 for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
26
The Validity of Revenue Recognized from Specific Customers
Management is under pressure to meet forecasted targets; accordingly, auditing standards presume a risk of fraud in revenue recognition. Given that the United Renewable Energy Group’s principal revenue streams arise from the sale of solar cells and modules, we consider that sales transactions with significant amounts, those exhibiting year-on-year growth, or those involving newly established customers may give rise to a material misstatement in the financial statements with respect to the occurrence assertion of revenue. Accordingly, revenue recognized from the aforementioned customers has been identified as a key audit matter. For the relevant accounting policies on revenue recognition, please refer to Note 4(p) to the consolidated financial statements.
We performed tests of controls to obtain an understanding of the design and operating effectiveness of the Company’s processes and related internal controls over revenue recognition. We also selected appropriate samples from the detailed sales transactions with the aforementioned customers and inspected supporting documentation, including original sales orders, external shipping documents, and customer acknowledgements of receipt, to verify the occurrence of the sales transactions. In addition, we reviewed whether any significant sales returns occurred subsequent to the balance sheet date in order to assess whether revenue recognized from the aforementioned customers is free from material misstatement.
Assessment of Impairment for Property, Plant and Equipment of the Principal Operating Segments
As of December 31, 2025, the carrying amount of property, plant and equipment of the main cash-generating unit for solar cell and module manufacturing - the Tainan Plant - was $1,904,049 thousand, representing 8% of the total consolidated assets, which is material to the overall financial statements. The United Renewable Energy Group is required to assess at each reporting date whether there are any indicators of impairment suggesting that its tangible assets may be impaired. If any such indicators exist, the recoverable amount of the asset must be estimated. If the recoverable amount of an individual asset cannot be determined, the recoverable amount of the cash-generating unit to which the asset belongs should be estimated. Management performs impairment assessments for property, plant and equipment. Because the determination of recoverable amounts involves management’s assumptions and subjective judgments, the methodology directly affects the amount of impairment loss recognized. Accordingly, the impairment assessment of property, plant and equipment has been identified as a key audit matter. For accounting policies on impairment of property, plant and equipment, please refer to Notes 4(l) and 5, and for details of impairment losses on property, plant and equipment, please refer to Note 18.
Our principle audit procedures included:
- Understand and review the Group’s impairment assessment schedules for cash-generating units identified as having indicators of impairment.
-
Understand the basis and sources of information for the assumptions and related parameters used by management in estimating the recoverable amount, and assess the reasonableness of their achievability.
-
Obtain an understanding of, and consult with, our firm’s internal specialists to evaluate the reasonableness of the assumptions and methodology used in the asset impairment assessment.
27
28
Other Matter
We did not audit the financial statements of V5 Technologies Co., Ltd., an investment accounted for using the equity method included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the financial statements of V5 Technologies Co., Ltd., is based solely on the reports of other auditors. As of December 31, 2025, the carrying amount of investments in the investee companies accounted for using the equity method was $200,159 thousand, representing 0.8% of total consolidated assets. For the period from January 1 to December 31, 2025, the Group's share of profit or loss of associates accounted for using the equity method amounted to $110,552 thousand, representing (8.9%) of consolidated loss before tax.
We have also audited the parent company only financial statements of United Renewable Energy Co., Ltd. as of and for the year ended December 31, 2025, on which we have issued an unmodified opinion with other matter paragraph.
The consolidated financial statements of United Renewable Energy Co., Ltd. Group for the year ended December 31, 2024 were reviewed by other certified public accountants, who issued a review report with a unmodified opinion on March 14, 2025.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 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.
29
The engagement partners on the audits resulting in this independent auditors’ report are Wan-I Liao and Sheng-Tai Liang.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 13, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
30
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 5,120,657 | 21 | $ 6,780,159 | 25 |
| Financial assets at fair value through profit or loss - current (Notes 7 and 37) | 248,976 | 1 | 262,028 | 1 |
| Financial assets at fair value through other comprehensive income - current (Notes 8, 37 and 39) | 102,089 | - | 115,916 | - |
| Contract assets (Notes 29 and 38) | 59,646 | - | 179,748 | 1 |
| Notes and trade receivables (Notes 10 and 29) | 523,996 | 2 | 679,173 | 3 |
| Finance lease receivables (Note 11) | 1,323 | - | 1,226 | - |
| Trade receivables from related parties (Notes 10, 29 and 38) | 4,229 | - | 4,157 | - |
| Other receivables | 9,347 | - | 16,088 | - |
| Other receivables from related parties (Note 38) | 653 | - | 20,368 | - |
| Current tax assets (Notes 4 and 31) | 19,763 | - | 16,833 | - |
| Inventories (Note 12) | 1,092,840 | 5 | 1,373,078 | 5 |
| Prepayments (Note 13) | 144,426 | 1 | 95,661 | - |
| Non-current assets held for sale (Note 14) | - | - | 371,401 | 1 |
| Other financial assets (Notes 15 and 39) | 310,115 | 1 | 455,365 | 2 |
| Other current assets (Note 22) | 380,531 | 2 | 325,663 | 1 |
| Total current assets | 8,018,591 | 33 | 10,696,864 | 39 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income - non-current (Notes 8, 37 and 39) | 755,582 | 3 | 1,155,230 | 4 |
| Investments accounted for using the equity method (Notes 17 and 39) | 612,918 | 3 | 292,550 | 1 |
| Property, plant and equipment (Notes 18 and 39) | 9,006,137 | 37 | 9,458,960 | 34 |
| Right-of-use assets (Note 19) | 1,648,744 | 7 | 1,772,835 | 6 |
| Investment properties (Notes 20 and 39) | 2,361,495 | 10 | 2,470,667 | 9 |
| Intangible assets (Notes 21 and 33) | 59,413 | - | 45,558 | - |
| Deferred tax assets (Notes 4 and 31) | 138,167 | 1 | 143,017 | 1 |
| Prepayments - non-current (Note 13) | 944,579 | 4 | 1,079,966 | 4 |
| Refundable deposits (Note 39) | 192,582 | 1 | 155,765 | 1 |
| Finance lease receivables (Note 11) | 30,408 | - | 33,154 | - |
| Other financial assets - non-current (Notes 15 and 39) | 276,844 | 1 | 326,495 | 1 |
| Other non-current assets | 1,581 | - | 1,857 | - |
| Total non-current assets | 16,028,450 | 67 | 16,936,054 | 61 |
| TOTAL | $ 24,047,041 | 100 | $ 27,632,918 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 23) | $ 625,844 | 3 | $ 48,132 | - |
| Short-term bills payable (Note 23) | 43,318 | - | 47,658 | - |
| Contract liabilities (Notes 29 and 38) | 320,083 | 1 | 488,828 | 2 |
| Notes and trade payable | 359,903 | 2 | 722,598 | 3 |
| Other payables (Note 25) | 798,290 | 3 | 1,604,556 | 6 |
| Other payables from related parties (Note 38) | 2,560 | - | 2,654 | - |
| Current tax liabilities (Notes 4 and 31) | 1,225 | - | 638 | - |
| Liabilities directly associated with non-current assets held for sale (Note 14) | - | - | 426,954 | 2 |
| Lease liabilities - current (Note 19) | 109,719 | 1 | 108,435 | - |
| Current portion of long-term borrowings and bonds payable (Notes 23 and 39) | 6,741,368 | 28 | 3,415,998 | 12 |
| Other current liabilities (Note 26) | 91,103 | - | 201,654 | 1 |
| Total current liabilities | 9,093,413 | 38 | 7,068,105 | 26 |
| NON-CURRENT LIABILITIES | ||||
| Financial liabilities at fair value through profit or loss - non-current (Notes 7 and 37) | 34,197 | - | 258 | - |
| Long-term borrowings (Notes 23 and 39) | 2,244,097 | 10 | 6,812,965 | 25 |
| Provisions - non-current (Note 26) | 312,062 | 1 | 333,599 | 1 |
| Deferred tax liabilities (Notes 4 and 31) | 44,633 | - | 49,176 | - |
| Lease liabilities - non-current (Note 19) | 1,714,811 | 7 | 1,819,648 | 6 |
| Other non-current liabilities | 186,911 | 1 | 225,930 | 1 |
| Total non-current liabilities | 4,536,711 | 19 | 9,241,576 | 33 |
| Total liabilities | 13,630,124 | 57 | 16,309,681 | 59 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||
| Ordinary shares | 16,277,954 | 67 | 16,277,954 | 59 |
| Capital surplus | 1,873 | - | 413,186 | 1 |
| Accumulated deficit | (6,079,748) | (25) | (5,806,951) | (21) |
| Other equity | 202,515 | 1 | 424,626 | 2 |
| Treasury shares | (18,699) | - | (18,699) | - |
| Total equity attributable to owners of the Company | 10,383,895 | 43 | 11,290,116 | 41 |
| NON-CONTROLLING INTERESTS | 33,022 | - | 33,121 | - |
| Total equity | 10,416,917 | 43 | 11,323,237 | 41 |
| TOTAL | $ 24,047,041 | 100 | $ 27,632,918 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 29 and 38) | $ 3,046,560 | 100 | $ 5,784,135 | 100 |
| OPERATING COSTS (Notes 12 and 30) | 3,710,314 | 122 | 5,146,129 | 89 |
| GROSS (LOSS) PROFIT | (663,754) | (22) | 638,006 | 11 |
| OPERATING EXPENSES (Notes 27 and 30) | ||||
| Selling expenses | 150,779 | 5 | 214,923 | 4 |
| General and administrative expenses | 648,236 | 21 | 572,221 | 10 |
| Research and development expenses | 67,555 | 2 | 82,498 | 1 |
| Expected credit loss (reversed) on trade receivables | ||||
| (Note 10) | (827) | - | (2,969) | - |
| Total operating expenses | 865,743 | 28 | 866,673 | 15 |
| LOSS FROM OPERATIONS | (1,529,497) | (50) | (228,667) | (4) |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Other gains and losses (Note 30) | (97,042) | (3) | (1,555,304) | (27) |
| Finance costs (Note 30) | (369,069) | (12) | (441,721) | (8) |
| Share of the gain (loss) of associates and joint ventures (Note 17) | 147,451 | 5 | (2,619) | - |
| Interest income | 76,310 | 2 | 89,572 | 2 |
| Other income (Notes 30 and 38) | 528,408 | 17 | 272,962 | 5 |
| Total non-operating income and expenses | 286,058 | 9 | (1,637,110) | (28) |
| LOSS BEFORE INCOME TAX | (1,243,439) | (41) | (1,865,777) | (32) |
| INCOME TAX EXPENSE (Notes 4 and 31) | 3,085 | - | 279,934 | 5 |
| NET LOSS FOR THE PERIOD | (1,246,524) | (41) | (2,145,711) | (37) |
(Continued)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2025 | 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Unrealized gain on investments in equity instruments designated as at fair value through other comprehensive income | $ 250,642 | 8 | $ 423,439 | 8 |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translation of the financial statements of foreign operations | 88,660 | 3 | 27,257 | - |
| Total other comprehensive income | 339,302 | 11 | 450,696 | 8 |
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | $ (907,222) | (30) | $ (1,695,015) | (29) |
| NET (LOSS) PROFIT ATTRIBUTABLE TO: | ||||
| Owner(s) of the Company | $ (1,247,485) | (41) | $ (2,134,357) | (37) |
| Non-controlling interests | 961 | - | (11,354) | - |
| $ (1,246,524) | (41) | $ (2,145,711) | (37) | |
| TOTAL COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO: | ||||
| Owner(s) of the Company | $ (908,094) | (30) | $ (1,675,896) | (29) |
| Non-controlling interests | 872 | - | (19,119) | - |
| $ (907,222) | (30) | $ (1,695,015) | (29) | |
| LOSS PER SHARE (NT$; Note 32) | ||||
| Basic loss per share | $ (0.77) | $ (1.31) |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026) (Concluded)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company (Note 28) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Capital Surplus | Accumulated Deficit | Other Equity | Treasury Shares | Total | Non-controlling Interests (Note 28) | Total Equity | |||
| Legal Reserve | Accumulated Deficit | Exchange Differences on Translation of the Financial Statements of Foreign Operations | Unrealized Gain/(Loss) on Financial Assets at Fair Value Through Other Comprehensive Income | |||||||
| BALANCE ON JANUARY 1, 2024 | $ 16,277,954 | $ 211,412 | $ 35,473 | $ (3,707,474) | $ (275,092) | $ 227,433 | $ (18,699) | $ 12,751,007 | $ 354,263 | $ 13,105,270 |
| Legal reserve to offset deficit | - | - | (35,473) | 35,473 | - | - | - | - | - | - |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method | - | 2,635 | - | - | - | - | - | 2,635 | - | 2,635 |
| Capital surplus to offset deficit | - | (34,204) | - | 34,204 | - | - | - | - | - | - |
| Net loss for the year ended December 31, 2024 | - | - | - | (2,134,357) | - | - | - | (2,134,357) | (11,354) | (2,145,711) |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 35,022 | 423,439 | - | 458,461 | (7,765) | 450,696 |
| Total comprehensive (loss) income for the year ended December 31, 2024 | - | - | - | (2,134,357) | 35,022 | 423,439 | - | (1,675,896) | (19,119) | (1,695,015) |
| Difference between consideration and carrying amount of subsidiaries acquired or disposed | - | - | - | (20,973) | - | - | - | (20,973) | - | (20,973) |
| Changes in percentage of ownership interests in subsidiaries | - | 233,343 | - | - | - | - | - | 233,343 | (233,343) | - |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | (13,824) | - | 13,824 | - | - | - | - |
| Non-controlling interests | - | - | - | - | - | - | - | - | (68,680) | (68,680) |
| BALANCE ON DECEMBER 31, 2024 | 16,277,954 | 413,186 | - | (5,806,951) | (240,070) | 664,696 | (18,699) | 11,290,116 | 33,121 | 11,323,237 |
| Changes in capital surplus from investments in associates and joint ventures accounted for using the equity method | - | 1,546 | - | - | - | - | - | 1,546 | - | 1,546 |
| Capital surplus to offset deficit | - | (413,186) | - | 413,186 | - | - | - | - | - | - |
| Net (loss) income for the year ended December 31, 2025 | - | - | - | (1,247,485) | - | - | - | (1,247,485) | 961 | (1,246,524) |
| Other comprehensive (loss) income for the year ended December 31, 2025, net of income tax | - | - | - | - | 88,749 | 250,642 | - | 339,391 | (89) | 339,302 |
| Total comprehensive (loss) income for the year ended December 31, 2025 | - | - | - | (1,247,485) | 88,749 | 250,642 | - | (908,094) | 872 | (907,222) |
| Changes in percentage of ownership interests in subsidiaries | - | 327 | - | - | - | - | - | 327 | - | 327 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | 561,502 | - | (561,502) | - | - | - | - |
| Non-controlling interests | - | - | - | - | - | - | - | - | (971) | (971) |
| BALANCE ON DECEMBER 31, 2025 | $ 16,277,954 | $ 1,873 | $ - | $ (6,079,748) | $ (151,321) | $ 353,836 | $ (18,699) | $ 10,383,895 | $ 33,022 | $ 10,416,917 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss before income tax | $ (1,243,439) | $ (1,865,777) |
| Adjustments for: | ||
| Depreciation expense | 1,019,661 | 1,217,486 |
| Amortization expense | 4,531 | 8,740 |
| Expected credit loss (reversed) on trade receivables | (827) | 19,802 |
| Net loss on fair value changes of financial assets at fair value through profit or loss | 46,991 | 29,361 |
| Interest expense | 369,069 | 335,483 |
| Interest income | (76,310) | (89,572) |
| Dividends income | (13,635) | (21,805) |
| Share of (profit) loss of associates accounted for using the equity method | (147,451) | 2,619 |
| Gain on disposal of property, plant and equipment | (400) | (38,208) |
| Gain on disposal of investments | (78,782) | - |
| Impairment loss on property, plant and equipment | 82,940 | 1,194,929 |
| Impairment loss on prepayments | 73,493 | 13,677 |
| (Reversal of) write-down of inventories | 72,306 | (376,302) |
| Recognition (reversal) of provisions | 27,974 | (16,075) |
| Others | (2,104) | (8,971) |
| Changes in operating assets and liabilities: | ||
| Financial assets mandatorily measured at fair value through profit or loss | - | (265,192) |
| Contract assets | 120,102 | (16,492) |
| Notes and trade receivables | 158,914 | 394,210 |
| Trade receivables from related parties | (72) | (4,157) |
| Other receivables | 10,046 | 16,260 |
| Other receivables from related parties | (4,966) | 126,962 |
| Inventories | 258,661 | 463,872 |
| Prepayments | 23,414 | 157,475 |
| Other current assets | (54,868) | 19,482 |
| Contract liabilities | (168,745) | (108,742) |
| Notes and trade payable | (346,456) | 13,785 |
| Other payables | (528,941) | 359,258 |
| Other payables from related parties | - | 141 |
| Provisions | (45,108) | 23,438 |
| Other current liabilities | (118,650) | 104,996 |
| Cash (used in) generated from operations | (562,652) | 1,690,683 |
| Income tax paid | (5,428) | (18,070) |
| Net cash (used in) generated from operating activities | (568,080) | 1,672,613 |
(Continued)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | $ (86,720) | $ (139,671) |
| Disposal of financial assets at fair value through other comprehensive income | 586,653 | 35,652 |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | 1,312 | 2,688 |
| Acquisition of long-term equity investments accounted for using the equity method | - | (18,719) |
| Disposal of long-term equity investments accounted for using the equity method | 60,367 | - |
| Net cash outflow on acquisition of subsidiaries | - | (40,637) |
| Net cash outflow on disposal of subsidiaries (Note 34) | (37,663) | - |
| Acquisition for property, plant and equipment (Note 35) | (680,069) | (1,341,594) |
| Proceeds from disposal of property, plant and equipment | 400 | 542,327 |
| (Increase) decrease in refundable deposits | (36,817) | 27,626 |
| Payments for other intangible assets | (18,403) | (8,960) |
| Decrease (increase) in other financial assets | 194,902 | 1,582,185 |
| Decrease in other non-current assets | 1,227 | 38,394 |
| Interest received | 75,324 | 88,503 |
| Dividends received | 15,406 | 24,454 |
| Net cash (used in) generated from investing activities | 75,919 | 792,248 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from (repayments of) short-term borrowings | 577,712 | (386,091) |
| (Repayments of) proceeds from short-term bills payable | (4,400) | 47,800 |
| Repayments of bonds payable | - | (2,999,900) |
| Proceeds from long-term bank loans | 53,094 | 4,326,226 |
| Repayments of long-term bank loans | (1,316,711) | (787,498) |
| Repayments of preference share liabilities | - | (4,480) |
| Payment of the principal portion of lease liabilities | (99,861) | (119,352) |
| Interest paid | (330,739) | (332,919) |
| Payment of cash dividends to non-controlling interests | (971) | (1,069) |
| (Decrease) increase in guarantee deposits | (29,583) | 33,070 |
| Others | - | (21,987) |
| Net cash (used in) generated from financing activities | (1,151,459) | (246,200) |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (15,882) | 105,419 |
(Continued)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| 2025 | 2024 | |
|---|---|---|
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | $ (1,659,502) | $ 2,324,080 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 6,780,159 | 4,474,941 |
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ 5,120,657 | $ 6,799,021 |
| December 31 | ||
| 2025 | 2024 | |
| Cash and cash equivalents in the consolidated balance sheets | $ 5,120,657 | $ 6,780,159 |
| Cash and cash equivalents included in disposal groups held for sale | - | 18,862 |
| Cash and cash equivalents in the consolidated statements of cash flows | $ 5,120,657 | $ 6,799,021 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors' report dated March 13, 2026) (Concluded)
Annex 4
United Renewable Energy Co., Ltd.
Appropriation of Loss Statement
Year 2025
Unit: NT$
| Item | Amount | |
|---|---|---|
| Total | Grand Total | |
| Cumulative undistributed earnings at the beginning of the period | (5,393,764,176) | |
| Net loss after tax for the current period | (1,247,484,660) | |
| Disposal of financial instruments measured at fair value through other comprehensive profit or loss | 561,500,601 | |
| Accumulated losses to be made up | (6,079,748,235) | |
| Loss items to be made up : | ||
| Capital reserve-stock issuance premium | 0 | |
| Capital Reserve – Long-term Equity Investment | 327,606 | |
| Capital surplus – changes in equity of investment in associates and joint ventures accounted for using equity method | 1,546,169 | |
| Losses to be made up at the end of the period | (6,077,874,460) | |
| Note:The Company used capital reserve of NT$1,873,775 to make up for losses. The total amount of losses to be made up thereafter was NT$6,077,874,460. |
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APPENDIX
APPENDIX 1
Articles of Incorporation of United Renewable Energy Co., Ltd.
Amended on May 6, 2025
Chapter I. General Provisions
Article 1
This Corporation, organized under the Company Act of the Republic of China, shall be named: United Renewable Energy Co., Ltd. (the "Corporation").
Article 2
The scope of business of the Corporation shall be:
- CC01080 Electronic Parts and Components Manufacturing
- CC01090 Batteries Manufacturing
- CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
- D101060 Self usage power generation equipment utilizing renewable energy industry
- D101040 Non-Public Electric Power Generation
- E601010 Electrical Systems Business
- F119010 Wholesale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park)
- F219010 Retail Sale of Electronic Materials (Operation is restricted to be made outside Hsinchu Science Park)
- D101011 Power generation industry
- F401010 International Trade.
Research & development, design, manufacture and sale of the following products:
(1) Solar cells and related systems.
(2) Solar power generation modules and wafers..
(3) Import and export trade business related to the Company's products.
Article 3
The Corporation may make investment in other company to meet business demand. The Corporation may, upon the resolution adopted by the board of directors, also act as a shareholder with limited liability of another company, and its investment may exceed 40% of the paid-in capital of the Corporation, notwithstanding Article 13 of the Company Act.
Article 4
The Corporation may, upon the resolution adopted by the board of directors, provide guarantee or endorsement to other company to meet business or investment demand.
Article 5
The Corporation shall have its head office in Hsinchu Science Park. When deemed necessary, branches, factories and offices may be set up at appropriate locations within or outside the territories of the Republic of China by resolution of the Board of Directors.
Chapter II. Shares
Article 6
The total capital of the Corporation is authorized at NT$36,000,000,000, which is divided into 3,600,000,000 common shares with a par value of NT$10 per share. Out of the total capital, NT$800,000,000, which are divided into 80,000,000 common shares with a par value of NT$10 per share, are reserved for issuing employee stock options, with the board of directors authorized to
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handle it in accordance with the Company Acts and relevant laws and regulations.
Article 6-1
The treasury stock purchased in accordance with law by the Company can be transferred to the targets including the employees who are eligible to the control of conditions or the subsidiary employees.
The Company's employee stock option certificates are issued to the targets including the employees who are eligible to the control of certain conditions or the subsidiary employees.
When the Company issues new shares, the employees who purchased the shares include the employees who are eligible to the control of certain conditions or the subsidiary employees.
The Company's issuance of new restricted employee shares to the targets include the employees who are eligible to the control of certain conditions or the subsidiary employees.
Article 7
The Company's stock adopts an inscribed manner. And, with signatures or seals by 3 or more directors, after being approved by the Competent Authorities or an issue registration institution ratified by the Competent Authorities under law, the stock can then be issued. Shares issued by the Company are free of printing share, but they should be registered at a Central Securities Depository (CSD).
Article 8
The share certificates of the Corporation shall bear the shareholders' names. If the shareholder is an individual shareholder, his/her name and resident address shall be stated in the roster of shareholders. If the shareholder is a corporate shareholder, the name of its representative and his/her resident address shall be stated in the roster of shareholders. If the share certificate is owned by two shareholders or more, a representative shall be elected among them.
Article 9
Regarding registration of share transfer, no change of account name and ownership transfer is allowed within 60 days before a shareholders' meeting is held, within 30 days before an extraordinary shareholders' meeting is held, or within 5 days before the base day when Company decides to distribute dividends and bonus or other benefits.
The Company's shareholders proceed with share related affairs, including share transfer, loss, inheritance, grant, and loss, change of chop or address change under the Company Law, "Criteria Governing Handling of Stock Affairs by Public Stock Companies", and other related law and regulation.
Chapter III. Shareholders' Meetings
Article 10
Shareholders' meetings of the Corporation are of two kinds, namely, general meetings and special meetings.
General meetings shall be called by the Board of Directors, within six months after the end of each fiscal year. Special meetings may be called by the Board of Directors in accordance with law, if necessary. The Company's shareholders' meetings can be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs.
Article 11
30-day prior written notice shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convocation of a general meeting; 15-day written prior notice shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convocation of a special meeting. All notices shall state the purpose for the
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convocation of the meeting.
After the Corporation publicly issues share certificates, notice of convocation of meeting by publication may be made to the shareholder holding less than 1,000 registered shares.
Article 12
The quorum for all shareholders' meetings shall be the presence of shareholders representing more than one half of the total issued and outstanding shares; unless otherwise provided in the Company Act. All resolutions shall be passed by the concurrence of shareholders representing a majority of votes of the shareholders present, unless otherwise provided in the Company Act.
Article 13
If a shareholder is unable to attend a shareholders' meeting in person, such shareholder may authorize a proxy to attend the meeting, and exercise all rights of such shareholder, by the power of attorney printed by the Corporation specifying the scope of authorization to represent him/her at the meeting, in accordance with Article 177 of the Company Act.
Article 14
The shareholders of the Corporation shall be entitled to one vote for each share, but a shareholder have no voting power, if such shareholder is subject to the circumstance as specified in Article 179 of the Company Act.
Article 15
When a Shareholders' meeting is called by the Board of Directors, the Chairman of the Board shall serve as chairman of the meeting. In case the Chairman of the Board is unable to exercise his functions because of leave of absence, the Vice Chairman of the Board of Directors, shall preside in lieu of him; or if the Vice Chairman of the Board of Directors is unable to exercise his functions because of leave of absence, the Chairman of the Board shall designate one of the Directors to preside in lieu of him, otherwise the Directors shall elect one from among themselves to preside in lieu of the Chairman.
Article 16
Shareholders meeting's resolutions shall be made into minutes, which, after being signed or sealed by the Chairman, are distributed to all shareholders within 20 days after the meeting. Distribution of the above-said minutes shall proceed pursuant to the Company Law. The minutes, along with the signature book of attending shareholders and power of attorney for attendance forms, shall be kept in the Company.
Chapter IV. Directors
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.
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Article 17-1
The Corporation may secure liability insurance against any claims against directors in their performance of the business of the Corporation, to protect the rights and interest of all directors and minimize the risk of the Corporation’s business operation.
Article 18
The Directors are members of the Board and shall elect from among themselves a Chairman of the Board with concurrence of a majority of Directors present at a Board meeting attended by at least two-thirds of the Directors. The Vice Chairman shall also be elected in the same manner. For the aggregate shareholding ratio of all shareholders after the Corporation publicly issued its share certificates, it shall be handled in accordance with the related provisions of the competent authority.
Article 19
The Chairman shall externally represent the Corporation and shall internally preside at the shareholders’ meetings and the Board of Directors’ meeting.
Article 20
The Chairman of the Board shall serve as the chairman of the Board of Directors’ meeting. In case the Chairman of the Board cannot exercise his functions for some reasons, the Vice Chairman of the Board shall preside in lieu of him; or the Vice Chairman of the Board is unable to exercise his functions for some reasons, the Chairman of the Board shall designate one of the Directors to preside in lieu of him, otherwise the Directors shall elect one from among themselves to preside in lieu of the Chairman.
Article 21
The Board of Directors’ meeting shall be called by the Chairman of the Board; provided that the initial meeting of each term of the Board of Directors shall be called by the director who receives the number of ballots representing the greatest number of votes. The notice for the Board of Directors’ Meeting shall state the date, place and agenda of the meeting, and shall be sent by letter, e-mail or fax to each Director 7 days prior to the meeting; provided, however, that in case of emergency, the meeting may be called by the Board of Directors at any time by email or telephone. If Director can attend the meeting in person, it shall be deemed as a waiver of notice.
Article 22
The Board of Directors is authorized to determine the remuneration of the Directors, with reference to the standards of the same industry in Taiwan.
For payment of remuneration of the Directors in their participation in performance of business or their holding concurrent positions of the Corporation, the Shareholders’ meeting authorize the Chairman of the Board to handle it in accordance with the Rules for Internal Administration of the Corporation.
Article 23
The Board of Directors adopts resolutions in the Board of Directors’ Meeting to perform its functions. At least one Board of Directors’ meeting shall be held each quarter.
Article 24
The functions and powers of the Board of Directors are as follows:
(1) To formulate important rules and regulations;
(2) To decide the business policies and plans for the Corporation;
(3) To approve budget and closing of books;
(4) To appoint and discharge managerial officers;
(5) To recommend distribution of profits or covering of losses;
(6) To formulate and approve the purchase and disposition of important assets and immovable;
(7) To provide, in the name of the Corporation, guarantee, endorsement, acceptance of bills, and undertaking to other party; to formulate rules for advancing money to, lending money to, and borrowing money from other person.
The Board of Directors may set up all kinds of functional committees. These functional committees shall formulate the rules for their own functions and powers. Implementation shall be made of these rules after the Board of Directors approves them.
Article 25
A Director may by written authorization appoint another Director to attend a Board meeting on his behalf and to vote for him on all matters presented at such meeting. No Director may act as a proxy for more than one other Director.
Article 26
Resolution matters of the Board of Directors shall be made into minutes, which, after being signed or sealed by the Chairman or chair of the Board of Directors, are distributed to all directors. The minutes, along with the signature book of attending directors and power of attorney for attendance forms, shall be kept in the Company.
Article 27
The Corporation establishes an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of 3 independent directors, one of them is convener, and at least one of them shall have accounting or financial expertise. A resolution of the audit committee shall have the concurrence of one-half or more of all members. The audit committee established by the Corporation in accordance with law is responsible for exercising the functions and powers of supervisor prescribed in the Company Act, Securities and Exchange Act, other laws and regulations, the Articles of Incorporation of the Corporation, and all Rules. The provisions of Article 25 of these Articles of Incorporation hereto with regard to attendance by proxy at meeting shall apply mutatis mutandis to the attendance of independent directors at audit committee.
Article 28
The supervisor system will be revoked at the establishment date of audit committee. The term of incumbent supervisor ends at the establishment date of audit committee of the Corporation.
Article 29
The Board of Directors may appoint several secretaries and assistants to handle and keep the minutes of Board of Directors' meeting and Shareholders' meeting, and the important documents and contracts for the Corporation.
Chapter V Managerial Officers
Article 30
The Corporation may have managerial officers. Their appointment and dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.
Article 31
The Corporation may have one Chief Operating Officer, who shall take charge of all daily affairs of the Corporation, supervise, execute and manage the business of the Corporation in compliance with the instruction of the Chairman of the Board.
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Chapter VII. Accounting
Article 32
At the end of each fiscal year, the Board of Directors shall prepare the following statements and forward them on to the audit committee for examination; the audit committee shall examine them and submit an audit report to the General Shareholders’ Meeting for ratification:
(1) Business report.
(2) Financial statements.
(3) Proposal concerning appropriation of net profits or covering of losses.
Article 33
The Company should use the pre-tax profits of the current year after deducting the profits before distributing employee remuneration and directors' remuneration and retaining the amount to make up for the accumulated losses. If there is still a surplus, it should allocate no less than 3% of employee remuneration, and allocate no less than 30% of the total employee remuneration as distribution remuneration to ordinary employees. Directors' remuneration should not exceed 2%. The actual allocation amount shall be determined by the Board of Directors with the approval of more than two-thirds of the directors present and the approval of more than half of the directors present.
Targets of the employees’ remuneration issuance shall include the employees who are eligible to the control of certain conditions or the subsidiary employees. The Board of Directors or its authorized person are authorized to set the relevant conditions and procedures.
Whether the employees’ remuneration should be in stock or cash shall be made by the Board of Directors with more than two-thirds of the directors’ attendance and the resolution by more than half of the Directors and reported to the shareholders’ meeting.
Article 33-1
If the Company has surplus earnings after settlement of each fiscal year, the company shall, after all taxes have been paid and its accumulated losses have been covered, first set aside 10% of such earnings as a legally required reserve and then set a certain amount by law as special reserve at the time of earnings distribution. When the legal reserve reaches the total amount of paid-in capital, it shall not be appropriated, If earnings still left after the arrangements above, with cumulative unappropriated retained earnings, the Board of Directors shall propose to distribute the proposal. When issuing new shares, it should be first submitted to the shareholders’ meeting for resolution and then distributed.
In accordance with the provisions of the Company Act, the Company authorizes more than two-thirds of the directors from the Board of Directors to attend, and the resolution by more than half of the directors. All or a part of dividends and bonuses or the legal reserve and additional paid-in capital stipulated by Paragraph 1 of Article 241 of the Company Act shall be distributed in cash and reported to the shareholders’ meeting.
The shareholders’ bonus is based on the principle of matching stock dividends and cash dividends, and the distributed cash dividends are not be less than 10% of the total bonus of shareholders.
Chapter VIII. Supplement Provisions
Article 34
After the Company’s shares go public, if the Company’s shares are to be cancelled of going public, the Board of Directors shall be requested for a special resolution. And this article shall not be changed during emerging stock period and listed period.
Article 35
Any matters not provided for in these Articles of Incorporation shall be governed by the Company Act and related laws and regulations.
Article 36
These Articles of Incorporation were adopted on August 12, 2005.
The 1st amendment was made on September 12, 2005.
The 2nd amendment was made on November 3, 2005.
The 3rd amendment was made on November 21, 2005.
The 4th amendment was made on December 30, 2005.
The 5th amendment was made on May 17, 2006.
The 6th amendment was made on July 28, 2006.
The 7th amendment was made on August 28, 2006.
The 8th amendment was made on May 17, 2007.
The 9th amendment was made on December 26, 2007.
The 10th amendment (Part I) was made on May 30, 2008.
The 10th amendment (Part II, 1st revision) was made on May 30, 2008.
The 10th amendment (Part II, 2nd revision) was made on May 30, 2008.
The 11th amendment was made on June 30, 2008.
The 12th amendment is made on June 19, 2009.
The 13th amendment was made on June 18, 2010.
The 14th amendment was made on April 11, 2011
The 15th amendment was made on June 19, 2012
The 16th amendment was made on May 31, 2013
The 17th amendment was made on June 11, 2014
The 18th amendment was made on June 16, 2016
The 19th amendment was made on June 14, 2017
The 20th amendment was made on March 28, 2018. The amendment to Articles 6 and 17 were effected on March 28, 2018. The amendment to Article 1 will be effective on the merger record date with Gintech Energy Corporation and Solartech Energy Corporation.
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
The 25st amendment was made on May 26, 2025
United Renewable Energy Co., Ltd.
Chairman: Chum-Sam Hong
APPENDIX 2
United Renewable Energy Co., Ltd.
Rules and Procedures of Shareholders’ Meeting
Established on May 17, 2007
Article 1
The rules of procedures for the company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 2
Unless otherwise provided by law or regulation, the company’s shareholders meetings shall be convened by the board of directors.
Article 3
The venue for a shareholders meeting shall be the premises of the company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
Article 4
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, its proxy shall be assigned in accordance with the provisions in the Company Act.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 5
When the shareholder cannot attend the shareholders meeting in person, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the company and stating the scope of the proxy's authorization.
If one person is entrusted by two or more shareholders at the same time, its acting voting rights shall not exceed 3 percent of the total number of voting rights of the issued shares unless approved by stock transfer agency of trust business or competent agencies for securities. When it exceeds the voting rights, it shall not be counted towards number of votes.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting and shall deliver the proxy form to the company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
Article 6
The company shall prepare attendance book for the shareholders attended in person or the entrusted proxy by the shareholder to sign-in his/her attendance. Sign-in cards handed in by the attending shareholders can also be considered as sign-in attendance to replace signing in on the attendance book. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.
Article 7
Attendance at shareholders meetings shall be calculated based on numbers of shares.
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Article 8
The chair shall call the meeting to order when the attending shareholders represent a majority of the total number of issued shares. When the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made.
If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the agreement of a majority of the votes represented by the attending shareholders can be formed as tentative resolution.
After the tentative resolution formed in accordance with the preceding paragraph, when, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 9
A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. However, the execution of its voting rights is calculated based on its shareholdings.
Article 10
The company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 11
The company shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting and the recorded materials shall be retained for at least 1 year.
Article 12
If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 13
Before speaking, an attending shareholder or proxy must specify on a speaker's slip the subject of the speech, his/her shareholder account number or attendance card number, and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance or proxy who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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Article 14
For the proposals listed in the meeting agenda by the shareholders or proxies, if there is an amendment or an alternative to a proposal or extraordinary motions put forward by the shareholders, it shall be seconded by other shareholders or proxies. Same applies when there is a change to the meeting agenda or extraordinary motions of meeting adjourned.
Article 15
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
Article 16
When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 17
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Article 18
For the discussion of proposals, when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
Article 19
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the company.
Vote counting shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting shall be announced on-site at the meeting, and a record made of the vote.
Article 20
When a meeting is in progress, the chair may announce a break based on time considerations.
Article 21
Except as otherwise provided in the Company Act and in this company's articles of incorporation, the passage of a proposal shall require over an affinitive vote of the majority number of the voting rights represented by the attending shareholders.
The passage of a proposal shall consider as passed after the chair asking for all the shareholders in attendance and none holds other opinions. This is as effective as voting.
If other opinions exist, then the passage of a proposal shall undergo discussion and voting. However, after the chair has asked for other opinions and announced with confirmation, other opinions shall not be submitted additionally.
Article 22
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 23
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
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The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear armband bearing the word “Proctor.”
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 24
Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting. The meeting minutes may be produced and distributed in electronic form in accordance with the provisions in the Company Act.
Article 25
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.
Article 26
Provisions in the Company Act and the company’s articles of incorporation shall be complied for matters not mentioned herein.
Article 27
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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APPENDIX 3
United Renewable Energy Co., Ltd. Shareholdings of Directors
- The paid-in capital of the company is NT$ 16,277,953,750 and the total number of issued shares is 1,627,795,375 shares till book closure date for the current annual shareholders meeting, March 30, 2026.
- According to Article 26 of Securities Exchange Act, the legal least shareholdings of directors and the shareholdings of the individual and all directors registered on shareholders list till book closure date for the current annual shareholders meeting, March 30, 2026 have satisfied legal standard numbers.
(1) Legal least shareholdings of directors till March 30, 2026.
| Position | Minimum shares | Recorded of the shareholders register |
|---|---|---|
| Directors | 39,067,089 Shares | 199,014,319 Shares |
(2) Details for shareholdings of the directors till March 30, 2026.
| Position | Name | Shareholdings |
|---|---|---|
| Chairman | Hong, Chum-Sam | 1,561,591 |
| Directors | Lin, Kun-Si | 2,253,854 |
| Directors | Pan, Wen-Whe | 953,703 |
| Directors | LONG DEED CORPORATION | |
| Delegate: Chady Liu | 897,289 | |
| Directors | National Development Fund, Executive Yuan | |
| Delegate: Lin Chia Chi | 98,774,679 | |
| Directors | Yaohua Glass Co., Ltd. Management Commission | 94,573,203 |
| Independent Director | Chang, Chien-Yi | 0 |
| Independent Director | Tsai, Ming-Fang | 0 |
| Independent Director | Fang, Jenn-Ming | 0 |
| Independent Director | Lin, Camille-Chiaying | 0 |
| Total | 199,014,319 |
- The Company has established the audit committee. Therefore, supervisors' shareholding requirements are not applicable.
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