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URE Annual Report 2021

Nov 15, 2021

52346_rns_2021-11-15_601b712b-d69a-42f4-8c6b-9c4f979264bb.pdf

Annual Report

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1

Stock Code:3576

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: No.7, Lixing 3rd Road, Hsinchu Science Park, Hsinchu City 30078,Taiwan Telephone: (03)5780011

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors’ Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Significant contingent liabilities and unrecognized commitments
(10) Losses due to major disasters
(11) Subsequent Events
(12) Others
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
9
9
9~10
10~32
32~33
33~72
72~76
77
77~78
78
79
79
79~80,
83~88
80, 89~92
80, 93
80
80~82

3

Representation Letter

The entities that are required to be included in the combined financial statements of United Renewable Energy Co., Ltd. as of and for the year ended December 31, 2021 under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, United Renewable Energy Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: United Renewable Energy Co., Ltd. Chairman: CHUM SAM HONG Date: March 11, 2022

4

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KPMG

台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web home.kpmg/tw

Independent Auditors’ Report

To the Board of Directors of United Renewable Energy Co., Ltd.:

Opinion

We have audited the consolidated financial statements of United Renewable Energy Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows.

  1. Revenue recognition

Please refer to note 4 (r) “ Revenue recognition” for accounting policy and note 6 (aa) “ Revenue from contracts with customers” of the consolidated financial statements for further information.

Description of key audit matter:

The Group’ s revenues are derived from the sales of solar modules, power plant and cells. Revenue recognition is also dependent on whether the specified sales terms in each individual contract are met. In consideration of the high volume of sales transactions generated from world-wide operations, revenue recognition is one of the key areas our audit focused on.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

4-1

How the matter was addressed in our audit:

Our principal audit procedures included: understanding of revenue recognition policies and assessing whether revenue recognition policies are appropriate based on sales terms and revenue recognition criteria; understanding the design and process of implementation of internal controls and testing operating effectiveness; testing selected sales samples and agreeing to customer orders, delivery note and related documentation supporting sales recognition; testing sales cut-off, on a sample basis, for transactions incurred within a certain period before or after the balance sheet date by reviewing related sales terms, inspecting delivery documents, and other related supporting document to evaluate whether the revenue was recorded in proper period.

2. The valuation of power plants under construction

Please refer to note 4 (h) “Inventory” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for valuation of power plants under construction” of the consolidated financial statements for further information.

Description of key audit matter:

The Group developed its power plants under construction and sold them to earn profits. Therefore, the project revenue of the power plants under construction and the estimated marketable price are deemed essential by the Group, the valuation of power plants under construction is one of the key areas our audit focused on.

How the matter was addressed in our audit:

Our principal audit procedures included: obtaining the comparative information of the total budget and actual accumulated expenditures of the projects currently under construction for the long-term equity investment and understanding the completion progress of each power plant project and additional costs needed to be invested as of the reporting date; reviewing the net realizable value of the power plants under construction as assessed by the management, including whether the evaluation method used complies with the International Financial Reporting Standards; checking the calculation of the net realizable value of the power plants under construction by the management, and evaluating the source of the estimated sales price.

  1. Assessment of impairment of non-financial assets

Please refer to note 4 (p) “Impairment of non-financial assets” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for impairment of non-financial assets” of the consolidated financial statements for further information.

Description of key audit matter:

The Group belongs to a high capital expenditure industry, and its production capacity relies on the customer needs. However, in an environment where market changes rapidly, product prices volatile highly. Therefore, the assessment of long-term non-financial asset impairment is important. The process of asset impairment assessment relies on the subjective judgment of the management. It is an accounting estimate with a high degree of uncertainty. Therefore, the assessment of impairment of non-financial assets is one of the key areas our audit focused on.

4-2

How the matter was addressed in our audit:

Our principal audit procedures included: assessing the cash-generating units recognized by the management that might have internal and external signs of impairment, and considering whether all assets that required annual impairment tests have been fully included in the assessment scope; evaluating whether the evaluation method used by the management to measure the recoverable amount of each cash-generating unit complies with the International Financial Reporting Standards, and reviewing its related calculations and various assumptions used, as well as conducting sensitivity analysis on important assumptions.

Other Matter

United Renewable Energy Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation developed by IFRIC or SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

4-3

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

4-4

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Yung-Hua Huang.

KPMG

Taipei, Taiwan (Republic of China) March 18, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’audit report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Financial assets at fair value through profit or loss - current (note 6(b))
1120
Financial assets at fair value through other comprehensive income - current
(note 6(c))
1140
Contract assets - current (notes 6(aa) and 7)
1170
Notes and accounts receivable, net (note 6(e))
1180
Accounts receivable from related parties (notes 6(e) and 7)
1200
Other receivables
1210
Other receivables from related parties (note 7)
130X
Inventories (notes 6(f) and 8)
1410
Prepayments (notes 7 and 9)
1460
Non-current assets held for sale (notes 6(g) and 8)
1476
Other financial assets (notes 8)
1479
Other current assets
Total current assets
Non-current assets:
1510
Financial assets at fair value through profit or loss - non-current (notes 6(b),
(q) and (r))
1517
Financial assets at fair value through other comprehensive income - non-
current (notes 6(c) and 8)
1535
Financial assets at amortized cost - non-current (note 6(d))
1550
Investments accounted for using the equity method (notes 6(h) and 7)
1600
Property, plant and equipment (notes 6(j), 7 and 8)
1755
Right-of-use assets (note 6(k))
1760
Investment property, net (note 6(l) and 8)
1780
Intangible assets (note 6(m))
1840
Deferred tax assets (note 6(w))
1915
Prepayments - non-current (notes 9)
1920
Refundable deposits (note 8)
1942
Other receivables from related parties - non-current (note 7)
1990
Other non-current assets (note 8)
Total non-current assets
Total assets
December 31, 2021
Amount
%
$ 5,254,173
17
74,255
-
111,712
-
215,187
1
1,871,520
6
225,389
1
141,706
-
407,956
1
2,653,595
9
1,149,948
4
2,145,372
7
924,036
3
211,531
1
15,386,380
50
97,096
-
333,791
1
-
-
211,473
1
8,213,695
26
431,008
2
2,844,125
9
4,803
-
629,448
2
1,934,036
6
654,938
2
21,255
-
453,208
1
15,828,876
50
$
31,215,256
100
December 31, 2020
Amount
%
4,954,658
15
2,714
-
114,715
-
175,041
1
2,078,846
6
206,901
1
174,376
1
785,448
2
3,517,082
11
737,746
2
-
-
1,107,101
3
246,734
1
14,101,362
43
182,058
1
276,774
1
140,475
-
176,322
1
10,450,989
32
568,497
2
2,741,260
8
70,317
-
639,924
2
1,979,465
6
732,696
2
21,581
-
378,981
2
18,359,339
57
32,460,701
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(n))
2110
Short-term bills payable (note 6(o))
2120
Financial liabilities at fair value through profit or loss - current (note 6(b))
2130
Contract liabilities - current (notes 6(aa) and 7)
2170
Notes and accounts payable
2260
Liabilities related to non-current assets held for sale (note 6(g))
2280
Lease liability - current (note 6(s))
2320
Current portion of long-term borrowings and preference share liabilities
(notes 6(p) and (r))
2399
Other current liabilities (note 6(t) and 7)
Total current liabilities
Non-Current liabilities:
2500
Financial liabilities at fair value through profit or loss - non-current (notes
6(b) and (p))
2530
Total bonds payable (note 6(q))
2540
Long-term borrowings (note 6(p))
2580
Lease liability - non-current (note 6(s))
2635
Preference share liabilities - non-current (note 6(r))
2670
Other non-current liabilities (note 6(t))
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (notes 6(x) and (y))
3110
Ordinary shares
3200
Capital surplus
3350
Accumulated deficit
3400
Other equity
3500
Treasury shares
Total equity attributable to owners of parent
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2020
Amount
%
2,320,002
7
174,810
1
5,437
-
348,911
1
1,336,177
4
-
-
50,913
-
5,381,804
17
1,626,370
5
11,244,424
35
99,741
-
-
-
5,115,671
16
605,021
2
13,219
-
358,511
1
6,192,163
19
17,436,587
54
26,650,863
82
7,877
-
(11,581,063) (36)
(802,046)
(2)
(18,699)
-
14,256,932
44
767,182
2
15,024,114
46
32,460,701
100
Amount
%
$ 50,389
-
221,253
1
1,924
-
506,666
2
1,355,764
4
1,607,188
5
59,058
-
2,446,656
8
1,727,778
6
7,976,676
26
49,896
-
2,952,450
10
3,525,712
11
560,061
2
4,377
-
313,704
1
7,406,200
24
15,382,876
50
16,278,140
52
999,749
3
(1,461,427)
(5)
(667,163)
(2)
(18,699)
-
15,130,600
48
701,780
2
15,832,380
50
$
31,215,256
100

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

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

4000
Net operating revenues (notes 6(aa) and 7)
5110
Operating costs (notes 6(f)(s)(v), 7 and 12)
5900
Gross gain (loss) from operations
Operating expenses(notes 6(e)(s)(v) and 12):
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Impairment loss (reversal of impairment loss) on trade receivable
Total operating expense
6500
Other income and expenses
Loss from operations
Non-operating income and expenses:
7010
Other income (notes 6(ac) and 7)
7020
Other gains and losses (notes 6(g)(h) and (ac))
7050
Finance costs (note 6(q)(r))
7060
Share of gain (loss) of associates and joint ventures accounted for using equity method (note 6(h))
7100
Interest income
Loss before income tax
7950
Less: income tax expense (note 6(w))
8200
Net loss
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss:
8316
Unrealized gain (loss) on investments in equity instruments at fair value through other
comprehensive income
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign statements
8300
Total other comprehensive income (loss)
Total comprehensive income (loss)
Net loss attributable to:
Shareholders of the parent
Non-controlling interests
Total comprehensive income (loss) attributable to:
Shareholders of the parent
Non-controlling interests
Loss per share
9750
Basic loss per share (NT dollars) (note 6(z))
2021
Amount
%
$ 14,302,408
100
13,573,589
95
728,819
5
465,493
3
836,757
6
101,435
1
43,283
-
1,446,968
10
(102,597)
(1)
(820,746)
(6)
288,158
2
(407,284)
(3)
(390,719)
(2)
(15,628)
-
5,434
-
(520,039)
(3)
(1,340,785)
(9)
802
-
(1,341,587)
(9)
61,118
-
(116,017)
-
(54,899)
-
$ (1,396,486)
(9)
$ (1,288,203)
(9)
(53,384)
-
$ (1,341,587)
(9)
$ (1,332,771)
(9)
(63,715)
-
$ (1,396,486)
(9)
$
(0.84)
2020
Amount
%
12,511,034
100
13,387,510
107
(876,476)
(7)
514,828
4
1,090,358
9
176,893
1
(22,405)
-
1,759,674
14
(1,978,107)
(16)
(4,614,257)
(37)
347,489
3
(802,967)
(7)
(651,941)
(5)
(31,686)
-
17,930
-
(1,121,175)
(9)
(5,735,432)
(46)
426,875
3
(6,162,307)
(49)
113,745
1
(422,528)
(4)
(308,783)
(3)
(6,471,090)
(52)
(6,139,015)
(49)
(23,292)
-
(6,162,307)
(49)
(6,398,838)
(51)
(72,252)
(1)
(6,471,090)
(52)
(4.08)

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2020
Net loss for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020
Total comprehensive income (loss) for the year ended December 31, 2020
Other changes in capital surplus:
Changes in capital surplus from investments in associates and joint ventures
accounted for using the equity method
Offset of deficit against capital surplus
Difference between consideration and carrying amount of subsidiaries acquired or
disposed
Changes in ownership interests in subsidiaries
Non-controlling interests
Distribution of restricted shares for employees
Cancellation of restricted shares for employees
Disposal of investments in equity instruments at fair value through other
comprehensive income
Difference between the price that has not been increased in proportion to
shareholding and net value
Compensation cost of restricted shares for employees
Balance at December 31, 2020
Net loss for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Total comprehensive income (loss) for the year ended December 31, 2021
Other changes in capital surplus:
Offset of deficit against capital surplus
Issue of shares
Capital reduction to offset accumulated deficits
Difference between consideration and carrying amount of subsidiaries acquired or
disposed
Non-controlling interests
Compensation cost of restricted shares for employees
Cancellation of restricted shares for employees
Disposal of investments in equity instruments at fair value through other
comprehensive income
Difference between the price that has not been increased in proportion to
shareholding and net value
Issuance of convertible bonds
Compensation cost of issuing shares
Balance at December 31, 2021
Attributable to ow Attributable to ow ners of parent Total equity
attributable to
owners of
parent
20,721,993
(6,139,015)
(259,823)
(6,398,838)
7,819
-
(84,834)
473
-
-
(3,033)
-
794
12,558
14,256,932
(1,288,203)
(44,568)
(1,332,771)
-
1,992,000
-
(12)
-
4,621
662
-
2,970
177,366
28,832
15,130,600
Non-
controlling
interest
762,242
(23,292)
(48,960)
(72,252)
-
-
84,834
(473)
(7,970)
-
-
-
801
-
767,182
(53,384)
(10,331)
(63,715)
-
-
-
12
(2,048)
-
-
-
349
-
-
701,780
Total equity
Share capital
Ordinary
shares
$ 26,653,375
-
-
-
-
-
-
-
-
7,950
(10,462)
-
-
-
26,650,863
-
-
-
-
1,200,000
(11,571,175)
-
-
-
(1,548)
-
-
-
-
$
16,278,140
Capital surplus
118,989
-
-
-
7,819
(123,629)
-
473
-
1,201
1,429
-
1,595
-
7,877
-
-
-
(9,887)
792,000
-
(12)
-
-
282
-
3,291
177,366
28,832
999,749
Accumulated
deficits
Other equity Unearned
employees
benefits
(18,414)
-
-
-
-
-
-
-
-
(7,560)
6,000
-
-
12,558
(7,416)
-
-
-
-
-
-
-
-
4,621
1,928
-
-
-
-
(867)
Treasury
shares
(18,699)
-
-
-
-
-
-
-
-
-
-
-
-
-
(18,699)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(18,699)
Exchange
differences on
translation of
foreign
financial
statements
(296,106)
-
(373,568)
(373,568)
-
-
-
-
-
-
-
-
-
-
(669,674)
-
(105,686)
(105,686)
-
-
-
-
-
-
-
-
-
-
-
(775,360)
Unrealized
gains (loss) on
financial assets
at fair value
through other
comprehensive
income
283,492
-
113,745
113,745
-
-
-
-
-
-
-
(522,193)
-
-
(124,956)
-
61,118
61,118
-
-
-
-
-
-
-
172,902
-
-
-
109,064
21,484,235
(6,162,307)
(308,783)
(6,471,090)
7,819
-
-
-
(7,970)
-
(3,033)
-
1,595
12,558
15,024,114
(1,341,587)
(54,899)
(1,396,486)
-
1,992,000
-
-
(2,048)
4,621
662
-
3,319
177,366
28,832
15,832,380

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

2021
Cash flows from operating activities:
Loss before income tax
$ (1,340,785)
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
1,197,448
Amortization expense
4,808
Expected credit loss (gain)
72,459
Net (gain) loss on financial assets or liabilities at fair value through profit or loss
(35,473)
Finance cost
315,215
Interest income
(5,434)
Dividends income
(14,178)
Compensation cost of restricted shares for employees
34,115
Share of loss of associates and joint ventures accounted for using the equity method
15,628
Loss on disposal of property, plant and equipment and power facilities business held for sale
108,823
Loss (gain) on disposal of investments
88,312
Impairment loss on property, plant and equipment
102,597
Impairment loss on intangible assets
-
Impairment loss on prepayment
-
Impairment loss on financial assets
163,650
Reversal of provisions
(130,985)
Others
(168,656)
Total adjustments to reconcile profit (loss)
1,748,329
Changes in operating assets and liabilities:
Contract assets - current
(40,146)
Notes and accounts receivable
85,133
Accounts receivable from related parties
(16,446)
Other receivables
80,996
Other receivables from related parties
33,159
Inventory
739,094
Prepayments (including non-current)
(443,098)
Other current assets
31,516
Contract liabilities - current
157,755
Notes and accounts payable (including related parties)
31,894
Provisions
31,907
Other current liabilities
245,627
Total changes in operating assets and liabilities
937,391
Cash inflow generated from (used in) operations
1,344,935
Income taxes paid
(9,268)
Net cash flows generated from (used in) operating activities
1,335,667
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
(27,098)
Proceeds from capital reduction of financial assets at fair value through other comprehensive
income
6,614
Acquisition of investments accounted for using the equity method
(60,000)
Proceeds from disposal of associates
341,827
Proceeds from disposal of subsidiaries
549,456
Acquisition of property, plant and equipment
(681,490)
Proceeds from disposal of property, plant and equipment and power facilities business held for sale
3,213
Decrease in refundable deposits
66,342
Acquisition of intangible assets
(3,889)
Increase in other financial assets
(223,967)
Decrease (increase) in other non-current assets
38,994
Interest received
7,432
Dividends received
14,924
Net cash flows generated from investing activities
32,358
Cash flows from financing activities:
Decrease in short-term loans
(2,247,103)
Increase (decrease) in short-term bills payable
46,400
Proceeds from issuing bonds
3,120,780
Proceeds from long-term borrowings
4,961,736
Repayments of long-term borrowings
(8,412,911)
Repayments of preference share liabilities
(16,903)
Payment of lease liabilities
(73,896)
Proceeds from issuance of ordinary shares
1,992,000
Interest paid
(322,026)
Others
1,581
Net cash used in financing activities
(950,342)
Effect of exchange rate changes
(115,717)
Net decrease in cash and cash equivalents
301,966
Cash and cash equivalents at beginning of period
4,954,658
Cash and cash equivalents at end of period
$
5,256,624
The components of cash and cash equivalents
Cash and equivalents listed on consolidated balance sheets
$ 5,254,173
Cash and equivalents related to non-current assets held for sale
2,451
Cash and equivalents at end of period
$
5,256,624
2020
(5,735,432)
2,058,233
8,900
(22,405)
5,508
651,941
(17,930)
(89,028)
10,826
31,686
598,885
(204,861)
1,977,516
591
116,788
-
-
451,479
5,578,129
308,206
(49,122)
312,647
83,252
352,681
801,045
94,512
419,515
25,079
(148,907)
88,784
113,888
2,401,580
2,244,277
(25,660)
2,218,617
2,241,455
6,470
(30,000)
1,873,903
247,957
(254,697)
1,132,792
157,224
-
(504,920)
(10,839)
13,300
95,577
4,968,222
(422,748)
(241,200)
-
1,768,160
(8,703,728)
(17,978)
(80,518)
-
(596,186)
54,732
(8,239,466)
(364,031)
(1,416,658)
6,371,316
4,954,658
4,954,658
-
4,954,658

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

United Renewable Energy Co., Ltd., formerly Neo Solar Power Corp., (the “Group”) was incorporated in the Republic of China on August 26, 2005. It specializes in manufacturing high-quality solar cells, solar cell modules and wafers. The Group’s main business activities include researching, developing, designing, manufacturing and selling solar cells, as well as participating in other solar-related businesses. Its ordinary shares have been listed on the Taiwan Stock Exchange (TWSE) since January 2009.

On October 1, 2018, the Group merged with former Gintech Energy Corporation (“ Gintech” ) and Solartech Energy Corporation (“Solartech”), with the Group as the sole surviving company. On March 31, 2019, the Group merged with former General Energy Solutions Inc. (GES), with the Group as the surviving company and GES as the dissolved entity.

(2) Approval date and procedures of the consolidated financial statements

The consolidated financial statements were approved and released by the Group’s board of directors on March 11, 2022.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from April 1, 2021:

  • ●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

(Continued)

10

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • ●Annual Improvements to IFRS Standards 2018–2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or Effective date per Interpretations Content of amendment IASB Amendments to IAS 1 The amendments aim to promote January 1, 2023 “Classification of Liabilities consistency in applying the requirements as Current or Non-current” by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. Amendments to IAS 12 The amendments narrowed the scope of the January 1, 2023 “Deferred Tax related to recognition exemption so that it no longer Assets and Liabilities arising applies to transactions that, on initial from a Single Transaction” recognition, give rise to equal taxable and deductible temporary differences.

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

(4) Summary of significant accounting policies

The significant accounting policies presented in the consolidated financial statements are summarized as follows. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(Continued)

11

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..

(b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Group’ s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for alike transactions and other events in similar circumstances.

(Continued)

12

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

When the Group loses control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any interest retained in the former subsidiary is measured at fair value when control is lost, with the resulting gain or loss being recognized in profit or loss. The Group recognizes as gain or loss in profit or loss the difference between (i) the fair value of the consideration received as well as any investment retained in the former subsidiary at its fair value at the date when control is lost ;and (ii) the assets (including any goodwill), liabilities of the subsidiary as well as any related non-controlling interests at their carrying amounts at the date when control is lost, as gain or loss in profit or loss. When the Group loses control of its subsidiary, it accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if it had directly disposed of the related assets or liabilities.

  • (ii) List of subsidiaries in the consolidated financial statements:
Investor Investee Principal activity % of Ownership
December
31, 2021
December
31, 2020
Note
% of Ownership
December
31, 2021
December
31, 2020
Note
December
31, 2021
The Company New Ray Investment Corp. (“New Ray Investment”)
DelSolar Holding Singapore Pte. Ltd. (“DelSolar Singapore”)
DelSolar Holding (“Cayman”) Ltd. (“DelSolar Cayman”)
NSP Systems (“BVI”) Ltd. (“NSP BVI”)
NSP UK Holding Limited (“NSP UK”)
Best Power Service Corp. (“BPS”)
NSP System Development Corp. (“NSP System”)
GES Energy Middle East FZE (“GES ME”)
Utech solar corporation (“Utech”)
Ultimate Energy Solution Limited (“UES”)
Solartech Materials Corporation (“SMC”)
Apex solar Corporation (“Apex”)
Zhongyang Corporation (“Zhongyang”)
United Renewable Energy Engineering Co. , Ltd. (“UREE”)
Yong Liang Ltd. (“Yong Liang”)
Yong Zhou Ltd. (“Yong Zhou”)
General Energy Solutions UK Limited (“GES UK”)
ELECTRONIC J.R.C. S.R.L (“JRC”)
Dashiangying Energy Power Ltd. Co. (“Dashiangying”)
Shinkai Energy Power Ltd. Co. (“Shinkai”)
Shanshang Energy Power Ltd. Co. (“Shanshang”)
Jiangung Energy Power Ltd. Co. (“Jiangung”)
Dungshr Energy Power Ltd. Co. (“Dungshr”)
Yanshan Energy Power Ltd. Co. (“Yanshan”)
Investment company
Investment company
Investment company
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Electronic component
manufacturing
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Electronic component
Solar related business
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
60.00
%
100.00
%
100.00
%
99.94
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
36.14
%
100.00
%
100.00
%
59.69
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
6
%
100.00
%
100.00
%
100.00
%
100.00
%
60.00
%
100.00
%
100.00
%
99.87
7
%
100.00
%
100.00
%
100.00
7
%
100.00
%
100.00
%
100.00
7
%
100.00
%
100.00
%
59.69
%
100.00
5
%
100.00
5
%
100.00
%
100.00
7
%
100.00
%
100.00
5

(Continued)

13

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor Investee Principal activity % of Ownership
December
31, 2021
December
31, 2020
Note
% of Ownership
December
31, 2021
December
31, 2020
Note
December
31, 2021
GES UK
GES USA
NSP NEVADA
General Energy Solutions USA. Inc. (“GES USA”)
GES JAPAN CORPORATION (“GES JAPAN”)
NCH Solar 1 Limited (“NCH Solar 1”)
GES Solar 2 Limited (“GES Solar 2”)
GES Solar 3 Limited (“GES Solar 3”)
General Energy Solutions CANADA Inc. (“GES CANADA”)
NSP Germany
MEGATWO, LLC (“MEGATWO”)
GES MEGATHREE, LLC (“MEGATHREE”)
GES MEGAFIVE, LLC (“MEGAFIVE”)
GES MEGASIX, LLC (“MEGASIX”)
GES MEGAEIGHT, LLC (“MEGAEIGHT”)
GES MEGATWELVE, LLC(“MEGATWELVE”)
GES MEGATHIRTEEN, LLC(“MEGATHIRTEEN”)
GES MEGASIXTEEN, LLC(“MEGASIXTEEN”)
GES MEGANINETEEN, LLC(“MEGANINETEEN”)
GES MEGATWENTY, LLC(“MEGATWENTY”)
GES ASSET TWO, LLC(“ASSET TWO”)
GES ASSET THREE LLC(“ASSET THREE”)
SH4 SOLAR LLC(“SH4”)
Cedar Falls Solar Farm, LLC(“CEDAR FALLS”)
Schenectady Solar, LLC (“Schenectady”)
Village of Coxsackie Municipal Solar
SEG MI 57 LLC(“SEG”)
Kinect Solar Fund 1, LLC(“KINECT”)
RER CT 57, LLC(“RER CT 57”)
TEV II, LLC(“TEV II”)
Heywood Solar PGS, LLC(“HEYWOOD”)
MP Solar, LLC(“MP Solar”)
Ventura Solar LLC(“Ventura”)
ILLINI POWER LLC
PS CS, LLC(“PS CS”)
Heywood Solar PGS, LLC (“HEYWOOD”)
MP Solar, LLC (“MP Solar”)
Ventura
Livermore Community Solar Farm, LLC(“Livermore”)
Industrial Park Drive Solar, LLC(“Industrial Park”)
Hillsboro Town Solar, LLC(“Hillsboro”)
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
%
100.00
%
100.00
%
-
%
-
%
-
%
100.00
%
90.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
-
%
-
%
-
%
100.00
%
100.00
%
-
%
100.00
%
55.00
%
-
%
-
%
-
%
-
%
45.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
2
%
100.00
2
%
100.00
2
%
100.00
%
90.00
%
100.00
%
40.00
2
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
2
%
-
%
-
2
%
100.00
%
100.00
%
100.00
2
%
100.00
%
55.00
%
55.00
2
%
55.00
2
%
-
2
%
-
2
%
45.00
%
45.00
2
%
45.00
2
%
100.00
%
100.00
%
100.00

(Continued)

14

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor Investee Principal activity % of Ownership
December
31, 2021
December
31, 2020
Note
% of Ownership
December
31, 2021
December
31, 2020
Note
December
31, 2021
GES JAPAN
GES CANADA
MEGATWO
ASSET THREE
MEGASIXTEEN
GES AC
TEV II
TEV Solar
AC GES Solar
DelSolar Cayman
NSP BVI
DelSolar Singapore
NSP UK
Hashimoto Corporation (“Hashimoto”)
ELECTRONIC J.R.C., S.R.L(“JRC”)
Munisol S.A.P.I. de C.V.(“MUNISOL”)
GES Asset Three Shima’s, LLC(“SHIMA’S”)
GES Asset Three Waimea, LLC(“WAIMEA”)
GES Asset Three Honokawai, LLC(“HONOKAWAI”)
GES Asset Three Eleele, LLC(“ELEELE”)
GES Asset Three Hanalei, LLC(“HANALEI”)
GES Asset Three Kapaa, LLC(“KAPAA”)
GES Asset Three Koloa, LLC(“KOLOA”)
GES AC SOLAR 2017, LLC (“GESAC”)
Anderson North Solar Project LLC(“Anderson N.”)
Anderson South Solar Project LLC(“Anderson S.”)
Flora Solar Project LLC(“Flora”)
Greenfield Solar Project LLC(“Greenfield”)
Spiceland Solar Project LLC(“Spiceland”)
TEV Solar Alpha18 LLC (“TEV Solar”)
AC GES Solar 2018 LLC(“AC GESSolar”)
Richmond 2 Solar Park, LLC(“Richmond”)
Rensselaer 2 Solar Park, LLC(“Rensselaer”)
Advance Solar Park, LLC(“Advance”)
DelSolar(“HK”)Ltd.(“DelSolar HK”)
DelSolar US Holdings(“Delaware”) Corporation(“DelSolar US”)
NSP SYSTEM NEVADA HOLDING CORP(“NSP NEVADA”)
URE NSP Corporation(“URE NSP”)
NSP HK Holding Ltd.(“NSP HK”)
Clean Focus GP Limited(“CFGP”)
Neo Solar Power Malaysia Sdn. Bhd(“NSP Malaysia”)
Neo Solar Power Vietnam Co., Ltd.(“NSP Vietnam”)
PV-Power-Park Pro 1 Verwaltungs GmbH(“PV-Power-Park”)
NSP Indygen UK Ltd.(“NSP Indygen”)
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Solar operation management
services
Technical management
services
Technical management
services
Solar related business
Solar related business
%
-
%
40.31
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
67.59
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
66.19
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
-
%
-
%
100.00
%
-
3
%
40.31
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
67.59
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
66.19
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
3
%
-
3
%
100.00
6
%
100.00
6
%
100.00

(Continued)

15

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Investor Investee Principal activity % of Ownership
December
31, 2021
December
31, 2020
Note
% of Ownership
December
31, 2021
December
31, 2020
Note
December
31, 2021
NSP System
UREE
Utech
Jiangung
NSP HK
CFGP
DelSolar HK
DelSolar US
CFGP (HK)
DelSolar Wu Jiang
DelSolar Development
UES
RES
Hsin Jin Optoelectronics (“Hsin Jin Optoelectronics”)
Hsin Jin Solar Energy Co., Ltd. (“Hsin Jin Solar Energy”)
Si Two Corp. (“Si Two”)
Tienyang Green Power Ltd. Co. (“Tienyang”)
Deyang Green Power Ltd. Co. (“Deyang”)
Shanyang Green Power Ltd. Co. (“Shanyang”)
Jeyang Green Power Ltd. Co. (“Jeyang”)
Lianzhang Energy Power Ltd. Co. (“Lianzhang”)
Lianxi Energy Power Ltd. Co. (“Lianxi”)
Liancheng Energy Power Ltd. Co. (“Liancheng”)
Feng Yang Energy Power Ltd. Co. (“Feng Yang”)
United Agriculture Ecology Ltd. Co. (“UAE”)
Jiangung Energy Power Ltd. Co. (“Jiangung”)
Yong Liang Ltd. (“Yong Liang”)
XYH (Suzhou) Energy Ltd. (“XYH Suzhou”)
Clean Focus GP (HK) Limited. (“CFGP (HK)”)
DelSolar (Wu Jiang) Ltd. (“DelSolar Wu Jiang”)
NSP Japan Inc. (“NSP Japan”)
Neo Solar Power (Nanchang) Ltd. (“NSP Nanchang”)
DelSolar Development (Delaware) LLC (“DelSolar Development”)
Clean Focus Renewables Inc.(“CFR”)
USD1 Owner LLC(“USD1”)
Beryl Construction LLC(“Beryl”)
Clean Focus GP (Shanghai) Limited. (“CFGP (Shanghai)”)
Neo Solar Power (Nanchang) Ltd. (“NSP Nanchang”)
DSS-USF PHX LLC
DSS-RAL LLC
Renewable Energy Solution Limited(“RES”)
Gintech (“Thailand”) Limited(“Gintech (“Thailand”)”)
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar and agriculture-
related business
Agriculture related business
Solar related business
Solar related business
Solar operation management
services
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar operation management
services
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
%
80.00
%
60.00
%
100.00
%
-
%
-
%
-
%
-
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
63.86
%
-
%
-
%
100.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
80.00
%
60.00
%
100.00
%
100.00
2
%
100.00
2
%
100.00
2
%
100.00
2
%
100.00
%
100.00
%
100.00
5
%
100.00
2
%
100.00
5
%
-
7
%
-
7
%
100.00
6
%
-
4
%
100.00
%
-
4
%
-
3
%
100.00
%
100.00
%
100.00
%
100.00
%
-
4
%
-
3
%
100.00
%
100.00
%
100.00
%
100.00

Note 1: The subsidiary was deemed as a subsidiary of the Group in accordance with IFRS 10. Note 2: The Group disposed of all the equity shares in 2021.

Note 3: The Group disposed of all the equity shares in 2020. Note 4: The Group had liquidated and dissolved in 2020.

Note 5: The Group had been liquidating and dissolving in 2021.

Note 6: The Group had liquidated and dissolved in 2021. Note 7: Please refer to Note 13 (b) for the details of subsidiaries.

(iii) Subsidiaries not included in the consolidated financial statements: None.

(Continued)

16

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies at the dates when the value was measured. Nonmonetary items denominated in foreign currencies measured at historical cost are translated into the functional currencies at the dates of transaction date.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • (ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

(Continued)

17

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting shortterm cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

18

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivables, leases receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

(Continued)

19

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

‧ debt securities that are determined to have low credit risk at the reporting date; and

‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

(Continued)

20

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

4) Preference shares

The Group’s redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Nondiscretionary dividends thereon are recognized as interest expense in profit or loss as accrued.

Non-redeemable preference shares are classified as equity, because they bear discretionary dividends, do not contain any obligations to deliver cash or other financial assets and do not require settlement in a variable number of the Group’ s equity instruments. Discretionary dividends thereon are recognized as equity distributions on approval by the Company’s shareholders.

(Continued)

21

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5) Compound financial instruments

Compound financial instruments issued by the Group comprise convertible bonds denominated in NTD that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.

6) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

7) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(Continued)

22

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Non-current assets (or disposal groups)

Non-current assets or disposal groups comprising assets and liabilities that are highly probable to be recovered primarily through sale rather than through continuing use, are reclassified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS 36 – Impairment of Assets. Such assets will continue to be measured in accordance with the Group’s accounting policies. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of the cumulative impairment loss that has been recognized.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.

(j) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

(Continued)

23

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate. When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group discontinues the use of the equity method and measures the retained interest at fair value from the date when its investment ceases to be an associate. The difference between the fair value of retained interest and proceeds from disposing, and the carrying amount of the investment at the date the equity method was discontinued is recognized in profit or loss. The Group accounts for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss (or retained earnings) on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) (or retained earnings) when the equity method is discontinued. If the Group’s ownership interest in an associate is reduced while it continues to apply the equity method, the Group reclassifies the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest to profit or loss.

If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method without remeasuring the retained interest.

When the Group subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Group’s proportionate interest in the net assets of the associate. The Group records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Group’s ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

(Continued)

24

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(k) Joint Arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. The IFRS classifies joint arrangements into two types — joint operations and joint ventures, which have the following characteristics: (a) the parties are bound by a contractual arrangement; and (b) the contractual arrangement gives two or more of those parties joint control of the arrangement. IFRS 11 “ Joint Arrangements” defines joint control as the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (ie activities that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.

A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement , rather than rights to its assets and obligations for its liabilities. rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard.

When assessing the classification of a joint arrangement, the Group considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.

(l) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

(m) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(Continued)

25

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • 1) Buildings: 15~21 years

  • 2) Machinery and equipment: 4~11 years

  • 3) Other equipment: 3~31 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property.

(n) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

(Continued)

26

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • fixed payments, including in-substance fixed payments;

  • - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • - amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • - there is a change in future lease payments arising from the change in an index or rate; or

  • - there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • - there is a change of its assessment on whether it will exercise a extension or termination option; or

  • there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has selected not to recognize right-of-use assets and lease liabilities for short-term leases of other equipmants, leases of low value lease object and staff dormitory leases of variable object. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(Continued)

27

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) As a leasor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

(o) Intangible assets

(i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

(iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

(Continued)

28

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The estimated useful lives for current and comparative periods are 1 to 15 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(p) Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss.They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(q) Provisions

A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

A provision for warranties is recognized when the underlying products or services are sold, based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(Continued)

29

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(r) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

1) Sale of goods

The Group engages in the manufacturing of solar cells and modules, as well as in the development and sales of solar plant. The Group recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, and when the customer obtains control of the promised assets.

The Group provides a standard warranty for sale of goods and bears the obligation to refund defects, in which the Group recognizes a warranty liability provision for this obligation.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

2) Construction contracts

Customers provide construction contracts with specifications while the solar plants are still under construction. Because the customer controls the asset during the construction period, the Group recognizes revenue over time on the basis of the construction costs incurred to date as a proportion of the total estimated costs of the contract. The customer pays the fixed amount according to payment schedule. If the Group has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional. For some variable considerations, accumulated experience is used to estimate the amount of variable consideration, using the expected value method.

If the Group cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Group shall recognize revenue only to the extent of the costs expected to be recovered.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

  • 3)

Power electric revenue

The Group recognized its power electric revenue based on the actual electric units and electric rate.

(Continued)

30

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

4) Service revenue

The Group provides solar cell OEM services to customers, and the provision of related services is based on the contract price and recognized on the degree of fulfillment of performance obligations on the reporting date.

5) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

(s) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(t) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(u) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

(Continued)

31

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(v) Earnings per share

The Group discloses the Group’ s basic and diluted earnings per share attributable to ordinary shareholders of the Group. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Group divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Group divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(Continued)

32

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(w) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(x) Changes in accounting policies

During 2021, the Group adjusted useful life of partial equipment to reasonably reflect the future economic benefits of the asset. The useful life of equipment is extended to 27~30 years from the date of purchase. The effect of these changes on actual and expected depreciation expense, included in cost of sales, was as follows:

(Decrease) increase in
depreciation expense$
2021

(1,120)
2022
(13,451)
2023
(13,451)
2024 2025
(13,451)
Later
54,924

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

Judgment of whether the Group has substantive control over its investees

The Group are not controlling shareholder to the associates and it also cannot obtain more than half of the voting rights at board of directors and a shareholders’ meeting. Therefore, it is determined that the Group has significant influence on its associates.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:

  • (a) Valuation of inventories-construction in progress

The Group evaluatde the completion progress of each power plant project and additional costs needed to be invested as of the reporting date and stated at the lower of cost or net realizable value. Due to market environment、 government policy and business strategy, there may be significantt changes in the net realizable value of inventories.

(Continued)

33

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Impairment of non-financial assets

In the process of evaluating the potential impairment of assets , the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future income and expenses related to the specific asset groups considering of the nature of the industry. Any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment losses or reversal in future years.

The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss.The Group’ s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value.

The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. please refer to note 6(ad) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand, checking accounts and demand deposits
Time deposits
Cash and cash equivalents listed in the consolidated cash flow
statements
December 31,
2021
$ 5,241,731
12,442
$
5,254,173
December 31,
2020
4,927,839
26,819
4,954,658

Please refer to note 6(ad) for the interest rate risk, and the fair value sensitivity analysis of the financial assets and liabilities of the Group.

(Continued)

34

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Financial assets and liabilities at fair value through profit and loss

December 31,
2021
Financial assets mandatorily measured at fair value through
profit or loss:
Derivatives not used for hedging
Foreign exchange swap contracts
$ 4,443
Forward exchange contracts
2,941
Long call options
157,067
Embedded derivative-redemption
6,900
Total
$
171,351
Current
$ 74,255
Non-current
97,096
Total
$
171,351
Financial liabilities designated at fair value through profit or loss:
Derivatives not used for hedging
Forward exchange contracts
$ -
Short call options
51,820
Total
$
51,820
Current
$ 1,924
Non-current
49,896
Total
$
51,820
December 31,
2020
2,714
-
182,058
-
184,772
2,714
182,058
184,772
5,437
99,741
105,178
5,437
99,741
105,178
  • (i) The short call options mentioned above derived from the loan contract signed with Indiana Municipal Power Agency (IMPA). Refer to note 6(p) for more details.

  • (ii) The long call options listed above were derived from the issuance of preference shares by the Group, making an agreement with the preference shareholders that the Group has the right to buy back all shares on the specific date. Refer to note 6(r) for more details.

(Continued)

35

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) The fair value of the derivatives mentioned above is estimated using the Black-Scholes options evaluation model, and the relevant parameters were as follows:

Shorting call options-MEGASIXTEEN
Estimated strike price
Expected volatility
Duration
Discount rate
Shorting call options-TEV II
Estimated strike price
Expected volatility
Duration
Discount rate
Longing call options-MEGASIXTEEN
Estimated strike price
Expected volatility
Duration
Discount rate
Longing call options-TEV II
Estimated strike price
Expected volatility
Duration
Discount rate
December 31,
2021
December 31,
2020
USD13,347
thousand dollars
USD13,347
thousand dollars
22.0%
33.0%
1 year
2 years
6.7473%
7.2898%
USD13,822
thousand dollars
USD13,822
thousand dollars
30%
25%
3 years
4 years
6.7473%
7.2898%
USD656 thousand
dollars
USD656 thousand
dollars
22.0%
33.0%
1 year
2 years
6.7473%
7.2898%
USD704 thousand
dollars
USD704 thousand
dollars
32%
27%
2.5 years
3.5 years
6.7473%
7.2898%

(iv) The Group entered into such foreign exchange forward contracts and cross-currency swap contracts to mitigate risks that arises from exposure to exchange rate risk in business operations. The following derivative instruments, without the application of hedge accounting, were classified as mandatorily measured at fair value through profit or loss and held-fortrading financial liabilities:

(Continued)

36

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31, 2021
Foreign exchange swap contracts
Selling Forward exchange contracts
December 31, 2020
Foreign exchange swap contracts
Selling Forward exchange contracts
Currency Maturity Date
Contract Amount
(in Thousands)
January 10, 2021~March 8, 2022 NTD1,083,250/ USD39,000
January 10, 2022
EUR2,000/ USD2,377
February 9, 2021~March 22, 2021 USD20,000/ NTD564,600
January 4, 2021~ April 6, 2021
EUR6,900/ USD8,313
NTD/USD
EUR/USD
USD/NTD
EUR/USD

(v) Financial instruments revalued at fair value through profit and loss were as follows:

Revaluation of derivatives listed in profit and loss For the years ended
December 31,
For the years ended
December 31,
2020
36,818

(c) Financial assets at fair value through other comprehensive income

Equity instrument measured at fair value through other
comprehensive income:
Domestic investments
Listed ordinary shares
Unlisted ordinary shares
Overseas investments - unlisted ordinary shares
Total
Current
Non-current
Total
December 31,
2021
$ 389,616
47,699
8,188
$
445,503
$ 111,712
333,791
$
445,503
December 31,
2020
328,498
47,699
15,292
391,489
114,715
276,774
391,489
  • (i) The Group’s equity instruments are not held for trading, therefore has been designated at fair value through other comprehensive income.

  • (ii) Please refer to note 13(a) for details on the above mentioned equity instruments and fair value, among which the shares of ThinTech Materials Technology Co., Ltd. (“ TTMC” ) were privately placed and its ordinary shares are subject to transfer restrictions in accordance with Article 43-8 of the Securities and Exchange Act.

  • (iii) During 2021 and 2020, the dividends of $14,178 thousand and $89,028 thousand, related to equity investments at fair value through other comprehensive income, respectively, were recognized.

(Continued)

37

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) Due to the changes in strategic layout, the Group has sold its shares held in Apex and realized a loss of $172,902 thousand, which was reclassified from other equity to retained earnings during the six months ended June 30, 2021; the Group sold parts of financial assets at fair value through other comprehensive income for $2,241,455 thousand, and the accumulated disposal gain was $534,159 thousand, therefore, the Group transferred this account from other equity to retained earnings.

  • (v) For credit risk and market risk, please refer to note 6(ad).

  • (vi) The financial assets mentioned above had not been pledged as collateral.

  • (d) Financial assets at amortized cost

Financial assets at amortized cost
Convertible preference shares - Phanes Holding Inc. December 31,
2021
$
-
December 31,
2020
140,475
  • (i) The Group assessed its expected cash flows until maturity, which covers the entirety of interests and principle, and therefore, measured at amortized costs.

  • (ii) Phanes Holding Inc. a project developer, is an overseas unlisted company. In order to build a long-term cooperative strategic relationship with Phanes Holding Inc. the Group subscribed to the entire five-year callable preference shares (C-Shares III) for 24,000 shares, at par value, amounting to USD5,000 thousand. According to the future recoverability which based on the preference shares cash flow assessment, the Group recognized impairment loss on financial assets of 163,650 thousand during the fourth quarter of 2021.

  • (iii) The above preference shares carried no voting rights and no dividend rights. Instead they carried preferential rights on dividends specified at 7% of the par value. The preference shares can be redeemed prior to, or later than, the maturity date under the agreement between the Group and Phanes Holding Inc. As of December 31, 2021 and 2020, the interest receivables, classified as other receivables from related parties, both amounted to $29,176 thousand. The Group recognized the interest receivable mentioned above as expected credit losses 29,176 thousand in the fourth quarter of 2021, classified as other gains and losses.

  • (iv) Financial assets at amortized cost had not been pledged as collateral.

  • (e) Notes and accounts receivables

Notes and accounts receivable
Accounts receivable from related parties
Less: Loss Allowance
December 31,
2021
$ 2,075,173
225,413
(203,677)
$
2,096,909
December 31,
2020
2,654,828
206,908
(575,989)
2,285,747

(Continued)

38

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Total
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Total
December 31, 2021 December 31, 2021
Gross carrying
amount
Weighted-
average loss
rate
$ 1,845,274
0%~0.18%
189,663
0%~0.98%
5,619
0%~2.43%
-
0%~6.42%
-
0%~11.16%
-
0%~25.58%
-
0%~56.16%
260,030
0%~100%
$
2,300,586
December 31, 2020
Loss allowance
provision
2,022
516
131
-
-
-
-
201,008
203,677
Weighted-
average loss
rate
0%~0.09%
0%~0.49%
0%~1.52%
0%~2.83%
0%~7.91%
0%~17.05%
0%~54.55%
0%~100%
Loss allowance
provision
825
653
1,132
354
-
-
1,092
571,933
575,989

(Continued)

39

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) The movement in the allowance for notes and trade receivables were as follows:
Balance at January 1
Impairment loss recognized (reversed)
Amounts written off
Foreign exchange gains (loss)
Balance at December 31
For the years ended December 31, For the years ended December 31,
2021
$ 575,989
43,283
(414,541)
(1,054)
$
203,677
2020
602,251
(23,661)
(2,531)
(70)
575,989
  • (iii) The aforementioned notes and accounts receivables of the Group had not been pledged as collateral.

  • (f) Inventories

Construction in progress
Finished goods and products
Raw materials
Work in progress
December 31,
2021
$ 1,169,849
447,809
884,942
150,995
$
2,653,595
December 31,
2020
1,965,203
1,093,257
386,667
71,955
3,517,082
  • (i) The construction in progress listed above is the construction cost incurred to build the power plant that the Group is intending to sell.

  • (ii) The details of the cost of sales were as follows:

Cost of goods sold
Unallocated production overheads
Write-down and retirement of inventories(reversal)
Others
Total
For the years ended
December 31,
For the years ended
December 31,
2021
$ 13,641,406
225,647
(170,555)
(122,909)
$
13,573,589
2020
11,918,274
692,238
488,716
288,282
13,387,510

(iii) The inventories of the Group had been pledged as collateral in 2020, please refer to note 8. There were no such pledges as collateral in 2021.

(Continued)

40

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(g) Non-current assets held for sale

During 2021, the Group decided to sell some foreign subsidiaries and has begun to process some selling matters, the assets and liabilities of foreign subsidiaries were presented as a disposal group held for sale. As of December 31, 2021, the assets and liabilities of disposal group were $2,145,372 thousand and $1,607,188 thousand, as the following:

Bank deposit
Inventories
Accounts receivable
Property, plant and equipment
Intangible assets
Restricted assets - non-current
Other assets
Assets held for sale
Bank borrowings
Other payables
Other liabilities
Lease liability - non-current
Liabilities held for sale
December 31,
2021
$ 2,451
635,456
49,090
1,109,793
63,548
259,369
25,665
$
2,145,372
$ 925,810
34,576
33,611
613,191
$
1,607,188

The impairment loss of $15,791 thousand resulting from measuring at the lower of other carrying amount and fair value less costs to sell shall be disclosed in the consolidated statements of comprehensive income.

  • (h) Investments accounted for using the equity method
Associates
Joint ventures
December 31,
2021
$ 208,145
3,328
$
211,473
December 31,
2020
172,944
3,378
176,322
  • (i) Please refer to note 13(b) for list of investments, percentage of ownership and main activities.

  • (ii) Associates

  • 1) The Group held 28.67% of the equity of Clean Yield Focus (CFY). Both parties agreed to sell back all of the shares to CFY under certain terms and conditions, and the Group has executed the option in the first quarter of 2020, with the proceeds and gains on disposal of $1,649,963 thousand and $217,826 thousand, respectively, classified as other gains and losses; please refer to note 7.

(Continued)

41

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) The Group sold the 40% shares of Neo Cathay. for $705,876 thousand, the gain of disposal was $80,408 thousand, which was classified as other gain and loss.

  • 3) The Group sold the 40% shares of GES MAGATHREE, LLC for $2,438 thousand, the gain of disposal was $350 thousand, which was classified as other gain and loss.

  • 4) The Group’s financial information on investments in individually insignificant associates accounted for using the equity method at the reporting date was as follow. This financial information was included in the consolidated financial statements:

Carrying amount of individually insignificant associates’
equity
Attributable to the Group
Net income (loss)
Other comprehensive income (loss)
Comprehensive income (loss)
December 31,
2021
December 31,
2020
$
208,145
172,944
For the years ended
December 31,
2021
2020
$ (15,628)
(31,686)
(9,630)
(9,699)
$
(25,258)
(41,385)
2021
$ (15,628)
(9,630)
$
(25,258)
  • (iii) The Group’s financial information on investments in individually insignificant joint ventures accounted for using the equity method was as follow:
The carrying amount of investments in the individually
insignificant joint ventures
December 31,
2021
$
3,328
December 31,
2020
3,378
  • (iv) The aforementioned investments accounted for using the equity method of the Group had not been pledged as collateral.

  • (i) Loss of control over a subsidiary

During 2021 and 2020, the Group sold all of its shares in subsidiaries and loss control of them, with the considerations of $653,202 thousand and $264,490 thousand, respectively, the disposal loss was $(88,662) thousand (including the effect of exchange rate changes of $82,215 thousand) and $(93,374), which was included in other gains and losses.

(Continued)

42

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The carrying amounts of assets and liabilities of subsidiary on the date of disposal were as follows:

For the years ended For the years ended
December 31,
2021 2020
Other current assets $ 114,660 163,339
Financial assets at fair value through other comprehensive income 27,098 -
- noncurrent
Property, plant and equipment 647,997 189,416
Right-of-use assets - 154,196
Intangible assets - 30,957
Other assets 80,538 21,566
Long-term borrowings (158,221) -
Current liabilities (423,715) (6,362)
Lease liability - (194,801)
Non-current liabilities - (447)
Carrying amount of subsidiary’s net assets $ 288,357 357,864

(j) Property, plant and equipment

The movements of cost, depreciation and impairment loss of the property, plant and equipment of the Group were as follows:

Cost:
Balance on January 1, 2021
Additions
Disposals
Transfer in (out)
Reclassification
Reclassify to investment
property
Reclassify to lease property
Reclassify to assets held for sale
Effect of changes in foreign
exchange rates
Balance on December 31, 2021
Land
$ 787,322
-
-
-
-
-
-
(18,666)
(9,521)
$
759,135
Buildings
4,513,175
-
(979)
-
12,930
-
-
-
(46,062)
4,479,064
Machinery
and
equipment
19,168,372
-
(828,273)
-
368,296
-
(2,826)
-
(46,517)
18,659,052
Other
equipment
7,519,158
20,791
(57,441)
(916,976)
365,548
(262,257)
-
(1,344,660)
(74,203)
5,249,960
Equipment
to be
inspected
and
construction
in progress
222,641
741,353
-
-
(500,163)
-
-
(174,174)
(4,165)
285,492
Total
32,210,668
762,144
(886,693)
(916,976)
246,611
(262,257)
(2,826)
(1,537,500)
(180,468)
29,432,703

(Continued)

43

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2020
Additions
Disposals
Reclassification
Reclassify to investment
property
Reclassify to lease property
Effect of changes in foreign
exchange rates
Balance on December 31, 2020
Accumulated depreciation
Balance on January 1, 2021
Depreciation
Impairment loss
Disposals
Transfer in (out)
Reclassification
Reclassify to investment
property
Reclassify to lease property
Reclassify to assets held for sale
Effect of changes in foreign
exchange rates
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Impairment loss
Disposal
Reclassification
Reclassify to lease property
Reclassify to assets held for sale
Effect of changes in foreign
exchange rates
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land
$ 1,541,409
-
-
-
(747,300)
-
(6,787)
$
787,322
$ -
-
-
-
-
-
-
-
-
-
$
-
$ -
-
-
-
-
-
-
-
$
-
$
759,135
$
1,541,409
$
787,322
Buildings
8,176,387
11,538
(1,420,357)
282,661
(2,510,319)
-
(26,735)
4,513,175
1,651,948
207,653
-
(979)
-
-
-
-
-
(7,403)
1,851,219
1,952,218
341,129
295,308
(535,678)
187,415
(586,275)
-
(2,169)
1,651,948
2,627,845
6,224,169
2,861,227
Machinery
and
equipment
21,497,167
169,905
(3,174,559)
878,878
-
(106,962)
(96,057)
19,168,372
17,364,601
568,995
-
(721,422)
-
(1,101)
-
(2,826)
-
(11,479)
17,196,768
16,886,978
1,222,099
1,043,862
(2,389,693)
739,004
-
(106,962)
(30,687)
17,364,601
1,462,284
4,610,189
1,803,771
Other
equipment
7,193,271
34,690
(541,707)
1,176,307
-
(24,927)
(318,476)
7,519,158
2,598,464
245,187
102,597
(52,256)
(268,979)
(2,283)
(143,805)
-
(286,446)
(21,458)
2,171,021
1,121,904
417,963
608,012
(300,215)
838,781
-
(24,927)
(63,054)
2,598,464
3,078,939
6,071,367
4,920,694
Equipment
to be
inspected
and
construction
in progress
874,195
9,751
(135,994)
(468,303)
-
-
(57,008)
222,641
144,666
-
-
-
-
(803)
-
-
(141,261)
(2,602)
-
256,371
-
30,334
(100,430)
-
-
-
(41,609)
144,666
285,492
617,824
77,975
Total
39,282,429
225,884
(5,272,617)
1,869,543
(3,257,619)
(131,889)
(505,063)
32,210,668
21,759,679
1,021,835
102,597
(774,657)
(268,979)
(4,187)
(143,805)
(2,826)
(427,707)
(42,942)
21,219,008
20,217,471
1,981,191
1,977,516
(3,326,016)
1,765,200
(586,275)
(131,889)
(137,519)
21,759,679
8,213,695
19,064,958
10,450,989

(Continued)

44

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Impairment loss

The management implemented the regular impairment evaluating evaluation and testing on 2021 and 2020 December, considering the specific non-financial asset’ s business purpose, usage status, and usage methods, the assets are classified according to the cash-generating unit, and the expected recoverable amount is estimated based on the individual cash-generating unit.

The Group expects to recover the value of assets through selling the assets, which estimated on selling price minus the disposal cost, as the best estimate of the recoverable amount, and the rest assets are determined on the value in use. The value in use is calculated based on the pretax cash flow forecast of the financial budget, which approved by the management of each cash-generating unit. The pre-tax discount rate of estimated value in 2021 and 2020 were 6.7473%~7.92% and 7.2898%~8.15%, respectively. It is an after-tax ratio measured based on the interest rate of a Ten-year government bonds in the same currency as the cash flow, and the risk premium is adjusted to reflect the increased risk of general investment in equity and the specific systemic risk of cash-generating units.

According to the future annual financial forecasts of each cash-generating unit, the Group estimated the carrying amount of the property, plant and equipment to be higher than its recoverable amount, resulting in the recognition of impairment losses amounting to $102,597 thousand and $1,977,516 thousand, respectively, which were included in other income and expenses of the consolidated statements of comprehensive income statement.

(ii) Collateral

Property, plant and equipment were pledged as collateral for long term borrowings and shortterm borrowings. Please refer to note 8.

  • (iii) Reclassify to investment property

During 2021 and 2020, some building was transferred to investment property, because it were no longer used by the Group and it was decided that the building would be leased to a third party. The valuation techniques and significant unobservable inputs used in measuring the fair value of the building at the date of transfer were the same as those applied to investment property at the reporting date, refer to note 6(l).

  • (iv) Reclassify to assets held for sale, please refer to Note 6(g).

(Continued)

45

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(k) Right-of-use assets

Land
Cost:
Balance at January 1, 2021
$ 600,700
Additions
-
Deductions
(281)
Reclassification
(131,268)
Effect of movement in exchange
rates
-
Balance at December 31, 2021
$
469,151
Balance at January 1, 2020
$ 790,905
Effects of retrospective application
1,135
Deductions
(116,060)
Reclassify to investment property
(75,293)
Effect of movement in exchange
rates
13
Balance at December 31, 2020
$
600,700
Accumulated depreciation and
impairment losses:
Balance at January 1, 2021
$ 77,460
Additions
27,794
Deductions
(213)
Reclassification
(21,878)
Effect of movements in
exchange rates
-
Balance at December 31, 2021
$
83,163
Balance at January 1, 2020
$ 44,832
Additions
44,570
Deductions
(6,565)
Reclassify to investment
property
(5,378)
Effect of movements in exchange
rates
1
Balance at January 1, 2020
$
77,460
Carrying amount:
Balance at December 31, 2021
$
385,988
Balance at January 1, 2020
$
746,073
Balance at December 31, 2020
$
523,240
Building
45,050
31,836
(29,922)
-
(253)
46,711
203,891
997
(152,301)
-
(7,537)
45,050
21,163
17,498
(15,479)
-
(122)
23,060
38,717
22,660
(38,801)
-
(1,413)
21,163
23,651
165,174
23,887
Machinery
and
equipment
587
2,276
-
1,067
-
3,930
46,958
564
(46,727)
-
(208)
587
522
369
-
344
-
1,235
5,799
3,508
(8,760)
-
(25)
522
2,695
41,159
65
Other
equipment
26,834
3,068
(638)
(1,067)
-
28,197
35,710
7,645
(20,703)
-
4,182
26,834
5,529
4,976
(638)
(344)
-
9,523
7,002
6,304
(7,997)
-
220
5,529
18,674
28,708
21,305
Total
673,171
37,180
(30,841)
(131,268)
(253)
547,989
1,077,464
10,341
(335,791)
(75,293)
(3,550)
673,171
104,674
50,637
(16,330)
(21,878)
(122)
116,981
96,350
77,042
(62,123)
(5,378)
(1,217)
104,674
431,008
981,114
568,497

(Continued)

46

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(l) Investment property

The investment property includes the property owned by the Group. The leases of investment properties contain an initial non-cancellable lease term of 3 ~ 10 years. Some leases provide the lessees with options to extend at the end of the term.

The details of investment property are as follows:

Properties
Land
Buildings
Cost or deemed cost:
Balance at January 1, 2021
$ 747,300
2,510,319
Reclassification from property,
plant and equipment
-
262,257
Reclassify from right-of-use assets
-
-
Balance at December 31, 2021
$
747,300
2,772,576
Balance at January 1, 2020
$ -
-
Reclassification from property,
plant and equipment
747,300
2,510,319
Reclassify from right-of-use assets
-
-
Balance at December 31, 2020
$
747,300
2,510,319
Accumulated depreciation and
impairment loss:
Balance at January 1, 2021
$ -
586,275
Depreciation for the year
-
112,801
Reclassification from property,
plant and equipment
-
143,805
Reclassify from right-of-use assets
-
-
Balance at December 31, 2021
$
-
842,881
Balance at January 1, 2020
$ -
-
Reclassification from property,
plant and equipment
-
586,275
Reclassify from right-of-use assets
-
-
Balance at December 31, 2020 $
-
586,275
Right-of-use
asset
Land
75,293
-
131,268
206,561
-
-
75,293
75,293
5,378
12,175
-
21,878
39,431
-
-
5,378
5,378
Total
3,332,912
262,257
131,268
3,726,437
-
3,257,619
75,293
3,332,912
591,653
124,976
143,805
21,878
882,312
-
586,275
5,378
591,653

(Continued)

47

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amount:
Balance at December 31, 2021
Balance at December 31, 2020
Fair value:
Balance at December 31, 2021
Balance at December 31, 2020
Properties
Land
Buildings
$
747,300
1,929,695
$
747,300
1,924,044
Right-of-use
asset
Land
Total
167,130
2,844,125
69,916
2,741,260
$
3,895,234
$
3,223,643
Total
Land
$
747,300
$
747,300
2,844,125
2,741,260

Since the investment property listed above lacks comparable market information, its fair value was determined by the management authority of the Company with reference to the latest transaction price in the neighboring area where the individual investment property is located, and is measured in accordance with the third-level fair value.

Investment property includes several commercial real estates leased to others. Each lease contract includes the original irrevocable period of 3 ~ 10 years, and the subsequent lease period is negotiated with the lessee, and no contingent rent is collected. Please refer to note 6(u) for other related information.

The investment property had been pledged as collateral for long-term borrowings, please refer to Note 8.

  • (m) Intangible assets

The Group intangible costs, accumulated amortization and impairments loss were as follows:

Cost:
Balance at January 1, 2021
Additions
Reclassify to assets held for sale
Deductions
Effect of movement in exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Deductions
Effect of movement in exchange rates
Balance at December 31, 2020
Contract
with
Consultants
$ 144,605
-
-
(144,605)
-
$
-
$ 154,384
-
(9,779)
$
144,605
Contract
with
Customers
73,396
-
(69,325)
-
(4,071)
-
111,352
(34,483)
(3,473)
73,396
Other
74,575
3,889
-
(55,981)
1,128
23,611
76,712
-
(2,137)
74,575
Total
292,576
3,889
(69,325)
(200,586)
(2,943)
23,611
342,448
(34,483)
(15,389)
292,576

(Continued)

48

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Accumulated amortization and
impairment losses:
Balance at January 1, 2021
Deductions
Reclassify to assets held for sale
Amortization for the year
Effect of movement in exchange rates
Balance at December 31, 2021
Balance at January 1, 2020
Deductions
Impairment loss
Amortization for the year
Effect of movement in exchange rates
Balance at December 31, 2020
Carrying value:
Balance at December 31, 2021
Balance at December 31, 2020
Contract
with
Consultants
$ 144,605
(144,605)
-
-
-
$
-
$ 154,384
-
-
-
(9,779)
$
144,605
$
-
$
-
Contract
with
Customers
8,420
-
(5,777)
450
(3,093)
-
7,640
(3,448)
-
3,457
771
8,420
-
64,976
Other
69,234
(55,981)
-
4,358
1,197
18,808
65,067
-
591
5,443
(1,867)
69,234
4,803
5,341
Total
222,259
(200,586)
(5,777)
4,808
(1,896)
18,808
227,091
(3,448)
591
8,900
(10,875)
222,259
4,803
70,317

(i) Contract with consultants are the long-term maintenance and management of power plants.

  • (ii) Contracts with customers are long term electricity sales contracts signed with different local power companies, wherein they are expected to generate revenue from electricity sales in the next 20 years.

  • (iii) The Group assessed the future requirements on certain parts of its intangible assets, wherein the carrying value is greater than the recoverable amount; therefore, the Group recognized the impairment losses of $591 thousand, recognized as other gains and losses in 2020. There was no such situation in 2021.

  • (iv) The intangible assets of the Group had not been pledged as collateral.

  • (n) Short-term borrowings

Secured bank loans

Unsecured bank loans
Total

Unused credit lines

Range of interest rates
December 31,
2021
$ -
50,389
$
50,389
$
5,917,913
1.85%
December 31,
2020
93,837
2,226,165
2,320,002
2,974,000
0.95%~1.86%

(Continued)

49

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Please refer to Note 8 for details of the guarantee situation of the consolidated company using assets to set mortgage for bank loans.

  • (o) Short-term notes and bills payable
Commercial paper payable
Less: discounts on commercial paper payable
December 31,
2021
$ 221,300
(47)
$
221,253
December 31,
2020
174,900
(90)
174,810

(p) Long-term liabilities

(i) Long-term borrowings

Secured bank loans
6 billion syndicated loan from First Bank
4.5 billion syndicated loan from First Bank
10.13 billion syndicated loan from First Bank
IMPA
Cathay Bank
FMO & DEG Bank
KGI Bank Loan
Other financing loan
Unsecured bank loans
King’s Town Bank
0.5 billion syndicated loan from First Bank
Chailease International Financial Service. Co., Ltd.
Inventories repurchase financing loans
Other financing loan
Less: Current portion
Total
Unused credit lines
Range of interest rates
December 31,
2021
$ 2,657,486
2,219,560
-
607,415
100,908
-
-
254,981
-
-
-
-
119,895
5,960,245
(2,434,533)
$
3,525,712
$
-
1.91%~4.75%
December 31,
2020
-
2,267,560
4,562,171
598,541
605,254
953,376
250,000
424,595
430,587
112,500
85,959
69,069
122,800
10,482,412
(5,366,741)
5,115,671
1,276,100
0.90%~7.82%

(Continued)

50

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) The long-term loan contracts listed above will expire in November 2043.

  • 2) Compliance with loan contracts

  • a) The Group entered into a syndicated loan contract with FMO Bank and DEG Bank. According to the terms and conditions on the contract, it requires the borrower, JRC, to maintains certain financial ratios based on their annual and semiannual consolidated financial reports, wherein the balance of the special reserve account should not be below USD$3,000 thousand. The Group intend to sell the subsidiaries and reclassify the related borrowings to liabilities held for sale, please refer to note 6(g).

  • b) The Group entered into a middle-to-long-term guaranteed loan from CATHAY BANK. According to the terms and conditions of the contract, it requires that the borrower, GES USA, to maintain certain financial ratios during the credit period. The loan had already repaid in February of 2022.

  • c) The Group entered into a long-term loan agreement with Bank SinoPac. According to the terms and conditions on the contract, it requires the borrower, Yong Liang, to maintain certain financial ratios during the credit period.

    • As of December 31, 2021 and 2020, the Group did not breach any of the terms stated above.
  • d) The Group entered into middle-to-long-term guaranteed loan with CATHAY BANK. According to the terms and conditions on the contract, it requires the borrower, MEGATWELVE, MEGATHIRTEEN and ASSETTHREE to maintain certain financial ratios based on its annual financial reports during the credit period. The ratios did not meet the above requirements on December 31, 2021 and 2020, the Group has increased the compensation fund in accordance to the terms, and no breach of contract was committed. The loan had already repaid in February of 2022.

  • e) The Group entered into $10.13 billion and $0.5 billion syndicated loans with First Bank. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period., although the Interest Protection Multiples (IPM) and the net tangible assets did not meet the above requirements, no breach of contract was committed. Instead, the Group will only have to the pay compensation fees to all joint credit banks each month. The two syndicated loans had already repaid in the third quarter of 2021.

(Continued)

51

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • f) The Group entered into $6 billion syndicated loans with First Bank. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period. Although the Interest Protection Multiples (IPM) did not meet the above requirements, no breach of contract was committed. Instead, the Group will only have to the pay compensation fees to all joint credit banks each month until the next utilization date or the base date of interest rate adjusted to improve the financial ratio.

  • g) The Group entered into a $4.5 billion syndicated loan with First Bank. According to the terms and conditions on the contract, it requires Utech’s to maintain certain financial ratios based on its annual financial reports during the credit period. The abovementioned syndicated loans and other loans which were lent by Shanghai Commercial Bank had expired on September 30, 2021. The Group completed the negotiation with First Bank and Shanghai Commercial Bank to extend the loan maturity date to September 30, 2022. The financial ratios before the loan due date need not be reviewed. As of December 31, 2021, the balance of bank loan was $2,339,455 thousand, which was expired, and the loan was extended until September 30, 2022.

  • 3) Other loan agreements

The Group signed two long term contracts, with a duration of 25 year, with IMPA in December of 2017 and June of 2018. According to the terms and conditions of the loan, IMPA has the right to purchase all the shares of both GES AC, a company owned by the Group through MEGASIXTEEN, and AC GES, a company owned by the Group through TEV Solar, starting from December 2022 to June 2024. Therefore, the contract includes an embedded derivative (selling a call option) that is not closely related to the main contract and is recognized as a financial liability designated at fair value through profit and loss; please refer to note 6(b) and (ad). According to the contracts, it restricts part of the consolidated entities to transfer the shares before the derivatives instrument expires; please refer to note 13(b).

The interest rates of MEGASIXTEEN and TEV II borrowing from IMPA were 4.25% and 4.75% respectively. After separating the short call option from the host contract, the adjusted loan interest rates became 11.08% and 11.38%, respectively.

(q) Bonds payable

Information about the Group’s issuance of secured convertible bonds is as follows:

Issuance amount
Unamortized discount
Ending balance of bonds payable
Embedded derivative component-redemption rights (recorded as financial assets
at fair value through profit or loss - non-current)
Equity component-conversion right (recorded as capital surplus)
December 31,
2021
$ 3,000,000
(47,550)
$
2,952,450
$
6,900
$
177,366
(Continued)

52

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Embedded derivative component-revaluation profit (loss) on redemption
rights (recorded as other gains and losses)
Interest expense
For the year ended
December 31,
2021
$
909
$
3,045

The issuance information on the secured convertible bonds was as follows:

3rd domestic secured convertible bonds

Issuance amount $3,000,000 thousand Issuance date 2021.10.25 Issuance price At 104.18% of par value Coupon rate 0% Issuance period 2021.10.25~2024.10.25 Trustee bank Bank SinoPac Guarantee agencies FIRST BANK and others Redemption rights The Company may redeem the bonds at face value with cash after January 26, 2022, and before September 14, 2024 that if the closing price of the common shares on TWSE on each trading day during a period of 30 consecutive trading dates exceeds at least 30% of the conversion price or if the outstanding balance of the bonds is less than 10% of the issuance amount.

Put option None Conversion period of Each holder of the bonds will have the right at any time during the period convertible bonds from January 26, 2022, to October 25, 2024, to convert their bonds through Taiwan Depository & Clearing Corporation (“TDCC”). It is requested to the Company's stock agency to convert the convertible bonds held into the company's ordinary shares in accordance with these regulations. Conversion price The conversion price is set at $20.9 per share at the time of issuance. In the event of an adjustment to the conversion price of the Company's ordinary shares that complies with the terms of issuance, the conversion price shall be adjusted according to the formula specified in the terms of issuance.

  • (r) Preference share liabilities
Class A preference shares
Less: Current portion
Total
December 31,
2021
$ 16,500
(12,123)
$
4,377
December 31,
2020
28,282
(15,063)
13,219

(Continued)

53

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’ s subsidiaries, MEGASIXTEEN and TEV II, have issued Class A preference shares through GES AC and AC GES respectively. Relevant information was as follows:

Issuance date
Total amount issued
percentages of Class A
preference shares held by
shareholders
Issuance terms
- Voting rights
- Dividend rights
- Others
issued by MEGASIXTEEN
issued by TEV II
2017.12
2018.12
USD11,920 thousand dollars
USD10,051 thousand dollars
32.41%
33.81%
Yes
Yes
Shareholders will be given priority
to receive cumulative cash
dividend of 0.65% with a monthly
fixed Asset Management Fee each
quarter and are entitled to 99% of
profits sharing before expiration
date December 2022.
Shareholders will be given priority
to receive cumulative cash
dividend of 0.675% with a monthly
fixed Asset Management Fee each
quarter and are entitled to 99% of
sharing earned before expiration
date June 2024.
Starting from December 2022, the
Group would be able to repurchase
the entirety of Class A shares at
contract price.
Starting from June 2024, the
Group
would be able to repurchase the
entirety of Class A shares at
contract price.

According to the above clauses, the Group has the financial obligation to make regular fixed payments to Class A preference shares shareholders. Therefore, the liabilities are separated and recognized as preference shares liabilities at the time of initial recognition.

In addition, the Group has the right to purchase all the Class A preference shares from the shareholders on a specified date. The above right is an embedded derivative call option, which is a financial asset designated at fair value through profit and loss at initial recognition, that is not closely related to the host contract. Please refer to note 6 (b) and (ad) for more details.

(s) Lease liabilities

The Group leases certain land, buildings and transportation equipment for operating with lease terms of 3 ~ 20 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. Therefore, some of these arrangements contain renewal options.

(Continued)

54

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amount of the lease liabilities of the Group were as follows:

Current
Non-current
December 31,
2021
$
59,058
$
560,061
December 31,
2020
50,913
605,021

For the maturity analysis, please refer to note 6(ad) financial instruments.

The amounts recognized in profit or loss were as follows:

For the years ended For the years ended
December 31,
2021 2020
Interest on lease liabilities $ 17,267 28,198
Variable lease payments not included in the measurement of lease $ 13,904 14,285
liabilities
Expenses relating to short-term leases $ 26,939 17,742
Expenses relating to leases of low-value assets, excluding short-
term leases of low-value assets $ 1,980 2,708

The amounts recognized in the statement of cash flows for the Group was as follow:

Total cash outflow for leases
(t)
Provisions
Balance at January 1, 2021
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Balance at December 31, 2021
Balance at January 1, 2020
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Balance at December 31, 2020
Warranties
$ 88,955
23,801
(109)
(19,675)
$
92,972
$ 176,069
17,699
(104,831)
18
$
88,955
2021
$
116,719
Onerous
contract
Site
restoration
175,916
-
140
8,075
-
-
(111,310)
-
64,746
8,075
-
-
175,916
-
-
-
-
-
175,916
-
2020
115,253
Total
264,871
32,016
(109)
(130,985)
165,793
176,069
193,615
(104,831)
18
264,871

(Continued)

55

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) The Group’s warranty provision is mainly related to product sales, wherein the estimate was based on historical warranty trends and may vary as a result of the entry of new materials, altered manufacturing processes or other events affecting the product quality.

  • (ii) The Group’s provision for onerous contract liabilities was due to the signing of a long term purchase contract with the silicon raw material supplier. According to the contract, the Group purchases material at a fixed price and deducts the advance payment. In response to fluctuations in the spot market price, the Group has recognized the relevant liabilities.

  • (iii) The Group’s provision for site restoration is recognized under the cost of power generation equipment as a provision for the module recovery expense in accordance with the Regulation for Installation and Management of the Renewable Energy Generation Equipment.

(u) Operating lease

The Group leases out its investment property and other assets. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

A maturity analysis of lease payments, showing the undiscounted
the reporting date are as follows:
lease payments to be received afte
Less than one year
One to five years
More than five years
Total undiscounted lease payments
December 31,
2021
$ 320,569
566,643
180,730
$
1,067,942
December 31,
2020
242,060
676,275
14,363
932,698

Rental income generated from investment properties in 2021 and 2020 (relating expenses are already deducted), please refer to Note 6(ac).

(v) Employee benefits

The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. The total periodic pension costs of other subsidiaries were recognized as current expenses in accordance with the local regulations of their respective jurisdictions where they are domiciled.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $54,068 thousand and $52,734 thousand for the years ended December 31, 2021 and 2020, respectively.

(Continued)

56

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(w) Income Taxes

  • (i) Components of income tax of the Group were as follows:
Current tax expense
Deferred tax expense
Income tax expense
For the years ended
December 31,
2021
2020
$ 8,151
11,651
(7,349)
415,224
$
802
426,875
For the years ended
December 31,
2021
2020
$ 8,151
11,651
(7,349)
415,224
$
802
426,875
2020
11,651
415,224
426,875
  • (ii) For the years ended December 31, 2021 and 2020, there was no income tax recognized in other comprehensive income.

  • (iii) Reconciliation of income tax and profit before tax for 2021 and 2020 was as follows:

Profit excluding income tax
Income tax using the Company’s domestic tax rate
Effect of tax rates in foreign jurisdiction
Tax effect of permanent differences
Change in unrecognized temporary differences
Others
Total
For the years ended
December 31,
2021
2020
$
(1,340,785)
(5,735,432)
$ (405,176)
(1,736,488)
16,454
33,413
(16,757)
246,947
378,082
1,881,004
28,199
1,999
$
802
426,875
For the years ended
December 31,
2021
2020
$
(1,340,785)
(5,735,432)
$ (405,176)
(1,736,488)
16,454
33,413
(16,757)
246,947
378,082
1,881,004
28,199
1,999
$
802
426,875
2021
$
(1,340,785)
$ (405,176)
16,454
(16,757)
378,082
28,199
$
802
(5,735,432)
(1,736,488)
33,413
246,947
1,881,004
1,999
426,875
  • (iv) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets and liabilities

Deferred tax assets have not been recognized in respect of the following items:

Unrecognized deferred tax assets
Tax losses
Tax effect of deductible Temporary Differences
Total
December 31,
2021
$ 3,852,813
2,321,642
$
6,174,455
December 31,
2020
3,069,427
2,070,789
5,140,216

The Group have not recognized any deferred tax liabilities in December 31, 2021 and 2020.

(Continued)

57

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 were as follows:

Deferred tax asset
Balance on January 1, 2021
Others(note)
Foreign currency translation differences
for foreign operations
Recognized in profit or loss
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Deferred tax liabilities
Balance on January 1, 2021
Recognized in profit or loss
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Investment
credits
$ -
-
-
-
$
-
11,773
(11,773)
$
-
Unrealized
gains on
financial
instruments at
fair value
through profit
or loss
$ 34,285
2,203
$
36,488
$ 35,156
(871)
$
34,285
Allowance for
inventory
valuation loss
-
-
-
-
-
1,398
(1,398)
-
Gain on
disposal of
subsidiaries at
a percentage
different from
its existing
ownership
percentage
10,276
(2,975)
7,301
7,670
2,606
10,276
Depreciation
and
impairment
loss of
property,
plant and
equipment
-
-
-
-
-
5,516
(5,516)
-
Other
1,769
(1,769)
-
4,906
(3,137)
1,769
Loss
carryforwards
and other
639,924
(15,187)
(97)
4,808
629,448
1,037,863
(397,939)
639,924
Total
46,330
(2,541)
43,789
47,732
(1,402)
46,330
Total
639,924
(15,187)
(97)
4,808
629,448
1,056,550
(416,626)
639,924

(Note) The Group sold the shares of domestic subsidiary in 2021 and its deferred taxable assets are deducted by $10,408 thousand on the date of disposal, please refer to Note6(i). Besides, the Group decided to sell domestic subsidiary in 2021, its deferred taxable assets is presented in held for sale assets for $4,779 thousand, please refer to Note6(g).

(v) The Group’s tax returns for the years through 2019 were assessed by the National Tax Bureau.

(Continued)

58

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(x) Capital and other equity

  • (i) Ordinary shares
Ordinary shares
Authorized share capital
Issued share capital
Total shares issued
December 31,
2021
$
36,000,000
$
16,278,140
$
1,627,814
December 31,
2020
36,000,000
26,650,863
2,665,086

Of the Group’s authorized shares, 80,000 thousand shares had been reserved for the issuance of employee share options.

Resolutions were approved during the general meetings of the shareholders held on May 7, 2021, to reduce capital to cover accumulated deficits $11,571,175 thousand, and has already gotten the approval from the competent authority.

A resolution was passed during the board meeting held on July 6, 2021 for the issuance of 120,000 thousand ordinary shares for cash under public subscription, with par value of $10 per share, issued at a premium of $16.6. The Group has received the approval from the Financial Supervisory Commission for its capital increase on September 22, 2021, with October 17, 2021 as the base date.

To meet the strategy of the Group, a resolution was passed during the general meeting of shareholders held on June 22, 2020 for a $4,000,000 thousand capital increase for cash. After the capital increase, the Group’ s capital amounted to $36,000,000 thousand, with 3,600,000 ordinary shares, at a par value of $10 per share.

(ii) Capital surplus

The Company’s capital surplus includes share premium, subsidiaries, number of changes in ownership of associates and joint venture recognized by equity method, and employee stock option, etc. Both resolutions were approved during the general meetings of the shareholders held on May 7, 2021 and June 22, 2020 to offset the deficit against the capital surplus of $9,887 thousand and $123,629 thousand, respectively.

(iii) Retained Earnings

According to the Articles of Incorporation, after tax earnings are initially used to offset cumulative losses, and 10% of the remainder is set aside as a legal reserve, except when the legal reserve of the Group reaches its paid in capital, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Group’s Board of Directors as the basis for proposing a distribution plan, which will be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.

(Continued)

59

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

In accordance with the Group Law, two thirds of authorized Board of Directors must be present, and more than half of the directors present will reach an agreement to distribute the dividends and bonuses or all or a portion of the legal reserve and capital reserve as stipulated in Item 11 of Article 241 of the Group Law in the form of cash, which is reported to the meeting of shareholders.

The Articles of Incorporation of the Group also stipulate a dividend policy that the issuance of share dividends takes precedence over the payment of cash dividends. In principle, cash dividends should be not less than 10% of total dividends distributed.

On May 7, 2021 and June 22, 2020, the Group has accumulated deficit and the Group’s board of directors resolved not to appropriate the earnings. Related information can be found on the Market Observation Post System website of the Taiwan Stock Exchange.

(iv) Treasury shares

The Group acquired treasury shares as result of merging Gintech Energy on October 1, 2018. Related information was as follow:

Balance at December 31, 2021
Balance at December 31, 2020
Number of shares
held
(in thousands
of shares)
$
1,066
$
1,883
Carrying
Amount
18,699
18,699
Market Price
23,285
26,839

The shares of the Group held by Utech has been treated as treasury shares. They were same as general shareholders except for the rights of cash injection and the rights of voting. The change of the treasury shares was the capital reduction offset accumulated deficits.

(y) Share-based payment

As of December 31, 2021 and 2020, the Group's restricted share plan for employees are as follows:

(i) Restricted employee shares

Grant date
Number of shares granted
(in thousand shares)
Contract term
Recipients
Vested conditions
Other conditions
Restricted share plan for employees
Issued in 2020
Issued in 2019
Issued by the original
Solartech Energy
August 11, 2020
November 11, 2019
October 1, 2018
795
2,205
4,896
2 years
2 years
2 years
Employees of the
Company
Employees of the
Company
Employees of former
Solartech Energy
Still in service two years
after the grant date
Still in service two years
after the grant date
Still in service three years after
the grant date
The Group will reduce
capital and adjustthe
number of unowned
shares
The Group will reduce
capital and adjustthe
number of unowned
shares
Taken on by the Group after the
merging, with the outstanding
amount of shares adjusted
according to the exchange ratio
on the merge date

(Continued)

60

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Relevant information of the new restricted employee shares of the Group is as follows:

Expressed in Thousands of shares

Outstanding at 1 January (number)
Issued during the year (number)
Vested during the year (number)
Vested during the year (number)
Forfeited during the year (number)
Outstanding at 31 December (number)
Information for the cost of share-based payment
Wages expense
2021
$
5,283
10,826

(ii) Information for the cost of share-based payment

(iii) Cash capital increase to retain employee stock options

A resolution was passed during the board meeting held on July 6, 2021 for the issuance of 120,000 thousand ordinary shares for cash, some of them are legally reserved as employee subscriptions, with October 5, 2021 as the given date and October 17, 2021 as the base date.

The remuneration costs recognized by the Group in 2021 were 28,832 thousand.

(z) Loss per share

Calculations on loss per share of the Group were as follows:

Basic loss per share:
Loss attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares outstanding (in
thousands of shares)
Loss per share
For the years ended
December 31,
For the years ended
December 31,
2021
(1,288,203)
1,526,215
(0.84)
2020
(6,139,015)
1,505,379
(4.08)

The ordinary share equivalents of the Company were not included in this calculation due to their anti-dilutive effects.

(Continued)

61

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (aa) Revenue from contracts with customers

  • (i) Disaggregation of revenue:

Major products
Solar products
System
Other
For the years ended
December 31,
For the years ended
December 31,
2021
$ 12,484,602
1,254,765
563,041
$
14,302,408
2020
10,480,454
1,459,465
571,115
12,511,034

(ii) Contract balance

Notes and accounts receivable
Contract assets
OEM contract
Construction contract
Less: allowance for impairment
Contract liabilities
Sales of products
Construction contract
Power plant sales contract
December 31,
2021
$
2,096,909
$ 105,607
109,580
-
$
215,187
$ 477,713
28,953
-
$
506,666
December 31,
2020
2,285,747
-
175,041
-
175,041
313,883
35,028
-
348,911
January 1,
2020
2,575,586
-
483,247
-
483,247
253,899
42,777
27,156
323,832
  • 1) The details on accounts receivable and allowance for impairment, please refer to note 6(e).

  • 2) The beginning balance of contract liabilities recognized as revenue at January 1 to December 31, 2021 and 2020 were $247,714 thousand and $214,893 thousand, respectively.

(ab) Employee compensation and directors’ remuneration

According to the Articles of Association, once the Group has annual profit, it should appropriate no less than 3% of the profit to its employees and 2% or less to its directors and supervisors as remuneration. However, if the Group has accumulated deficits, the profit should be reserved to offset the deficit.

(Continued)

62

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The recipients of above-mentioned remuneration may include employees of controlling or affiliated companies who meet certain conditions, and the relevant conditions and methods are authorized by the Board of Directors or by persons authorized by them.

Due to net loss for the year ended December 31, 2021 and 2020, the Group did not estimate its employees’, directors’ and supervisors’ remuneration.

  • (ac) Non-operating Income and Expenses

  • (i) Other income

Other income
Lease income
Dividend income
Other income
2021
$ 202,905
14,178
71,075
$
288,158
2020
103,569
89,028
154,892
347,489
  • (ii) Other gains and losses
Impairment loss on financial assets
Expected credit losses
Gain (loss) on foreign currency exchange
Loss on disposal of property, plant and equipment and
power facilities business
Gain on disposals of investments
Contract compensation losses
Other
2021
$ (163,650)
(29,176)
14,429
(108,823)
(88,312)
(25,000)
(6,752)
$
(407,284)
2020
-
-
(16,639)
(598,885)
204,861
(385,438)
(6,866)
(802,967)

The Group failed to fulfill the procurement contract obligations with Supplier K. Therefore, Supplier K filed a lawsuit against the Group in the Hsin Chu District Court, requesting for the compensation of NTD$500,000 thousand. On October 13, 2017, the Hsin Chu District Court ruled in favor of Supplier K, wherein the Group has to pay for the damages caused to Supplier K with interest. The Group disagreed with the decision made by the Hsin Chu District Court; therefore, filed an appeal to the Taiwan High Court. On January 27, 2021, Taiwan High Court ruled against the Group, in which the Group disagreed with this decision. Hence, the Group filed an appeal to the Supreme Court, wherein the case is still in progress. In order to protect the legal rights and interests of the Group, a lawyer has been appointed to settle the case. In addition, the Group has evaluated and recognized all the possible losses in 2021 and 2020.

(Continued)

63

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ad) Financial Instruments

  • (i) Credit risk

    • 1) Credit risk exposure

The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk

  • 2) Concentration of credit risk

The Group has a large customer base, and is diversified across different industries and geographical locations, not related to each other, therefore, the concentration of credit risk is not large.

  • 3) Credit risk of receivables and debt securities

The Group’s financial assets at amortized cost, accounts receivable and other receivables are all with low risk on the reporting date. Therefore, the Group measures the allowance for impairment based on the 12 months expected credit loss. Please refer to note 6(d) and (e) for relevant credit risk information.

  • (ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

December 31, 2021
Non-derivative financial liabilities
Bank borrowings
Short-term notes and bills payable
Lease liabilities
Non-interest bearing liabilities
Derivative financial liabilities (Note)
Inflow
Outflow
December 31, 2020
Non-derivative financial liabilities
Bank borrowing
Short-term notes and bills payable
Lease liabilities
Non-interest bearing liabilities
Derivative financial liabilities (Note)
Inflow
Outflow
Contractual
cash flows
$ 6,619,127
221,300
798,978
2,722,927
(1,149,027)
1,141,643
$ 10,354,948
$ 13,980,834
174,900
869,451
2,510,349
(798,127)
800,849
$ 17,538,256
Within 1
year
2,625,798
221,300
74,879
2,722,927
(1,149,027)
1,141,643
5,637,520
7,944,618
174,900
68,040
2,510,349
(798,127)
800,849
10,700,629
1-2 years
776,875
-
55,952
-
-
-
832,827
3,421,963
-
65,233
-
-
-
3,487,196
2-3 years
2,193,578
-
53,537
-
-
-
2,247,115
270,403
-
63,938
-
-
-
334,341
Over 3
years
1,022,876
-
614,610
-
-
-
1,637,486
2,343,850
-
672,240
-
-
-
3,016,090

(Continued)

64

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • Note: The call option sold derives from the loan contract signed by the Group and IMPA (please refer to note 6(n) for more details). This financial liability is recognized at fair value (please refer to note 6(b)), and has been adjusted according to the real interest rate of the contract. The relevant cash flow also reflects the contractual cash flow of the bank loan, therefore it is not to be included in the cash flow from derivative financial instruments.

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

  • (iii) Market risk

1) Currency risk

The Group’s significant exposure to foreign currency risk was as follow:

Financial assets
Monetary items
USD
EUR
CNY
GBP
Non-Monetary items
MYR
Financial liabilities
Monetary items
USD
EUR
JPY
D ecember 31, 2021
NTD
2,976,683
149,102
5,704
12,132
67,322
2,107,624
29,896
-
D ecember 31, 2020
Foreign
currency
(in thousands)
$ 107,578
4,753
1,313
325
10,580
76,170
953
-
Exchange
rate
27.6700
31.3700
4.3440
37.3300
6.3630
27.6700
31.3700
0.2406
Foreign
currency
(in thousands)
139,557
8,850
3,957
2,703
10,870
143,712
1,658
102,113
Exchange
rate
NTD
28.0950
3,920,854
34.5400
305,679
4.3220
17,102
38.2700
103,444
6.7015
72,842
28.0950
4,037,589
34.5400
57,267
0.2724
27,816

The Group’s exposure to currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, and accounts and other payables that are denominated in foreign currency. The weakening or strengthening of 1% on the above-mentioned foreign currency against the New Taiwanese Dollars would have decrease or increase the net profit (loss) before tax for the years ended December 31, 2021 and 2020 by $10,061 thousand and $1,782 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the two periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2021 and 2020, foreign exchange gain (loss) (including realized and unrealized portions), please refer to note 6 (ac).

  • 2) Interest rate risk

Please refer to the notes on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

(Continued)

65

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management’ s assessment of the reasonably possible interest rate change.

If the interest rate had increased / decreased by 0.25%, the Group’s net income would have increased / decreased by $1,060 thousand and decreased / increased by $18,983 thousand for the years ended December 31, 2021 and 2020 with all other variable factors remaining constant. This is mainly due to the exposure of the fair value interest rate risk of the Group’s variable interest rate deposit and loans.

In addition, the Group’ s financial assets and liabilities with fixed interest rate are measured at amortized cost. The profit and loss of financial instruments are unaffected by fluctuations in interest rate on the reporting date, therefore, no sensitivity analysis has been disclosed.

3) Other market price risk

The Group’ s exposure to price risk on equity investments mainly arises from the investment of financial assets measured at fair value through other comprehensive income. If the price of the securities fluctuates on the reporting date (the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss), the impact on the consolidated income items are as follows:

Prices of securities at the reporting date
2021
Increasing 5%
$
19,481
Decreasing 5%
$
(19,481)
2020
16,425
(16,425)
  • 4) Fair value of financial instruments

  • a) Fair value hierarchy

The Group’s financial assets and liabilities measured at fair value through profit and loss, financial assets and liabilities for hedging and financial assets measured at fair value through other comprehensive income are measured at fair value on a recurring basis. The carrying amount and fair value of various types of financial assets and liabilities (including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required) are listed as follows:

(Continued)

66

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair value
through profit and loss
Derivative financial assets
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
Non-quoted equity instruments
measured at fair value
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Accounts receivable (including
related parties)
Other receivables (including
receivables from related parties)
Other financial assets
Refundable deposits
Other non-current assets
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
Financial liabilities measured at
amortized cost
Bonds payable
Long-term and short-term
borrowings
Short-term bills payable
Accounts payable (including
related parties)
Lease liabilities
Preference share liabilities
Other financial liabilities
Financial assets at fair value
through profit or loss
Derivative financial assets
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
Non-quoted equity instruments
measured at fair value
Subtotal
December 31, 2021 December 31, 2021 Total
171,351
Book value
$
171,351
$ 389,616
55,887
$
445,503
$ 5,254,173
2,096,909
570,917
924,036
654,938
453,208
$
9,954,181
$
51,821
$ 2,952,450
6,010,634
221,253
1,355,764
619,119
16,500
1,367,163
$
12,542,883
Fair Value
Level 1
Level 2
Level 3
-
7,384
163,967
167,366
222,250
-
-
-
55,887
167,366
222,250
55,887
-
-
51,821
December 31, 2020
389,616
55,887
445,503
51,821
Total
184,772
Fair Value
Level 1
-
169,038
-
169,038
Level 2
2,714
159,460
-
159,460
328,498
62,991
391,489

67

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets measured at
amortized cost
Cash and cash equivalent
Accounts receivable (including
related parties)
Other receivables (including
related parties)
Financial assets measured at
amortized cost
Other financial assets
Refundable deposits
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
Financial liabilities measured at
amortized cost
Long-term and short-term
borrowings
Short-term bills payable
Accounts payable (including
related parties)
Lease liabilities
Preference share liabilities
Other financial liabilities
December 31, 2020 December 31, 2020 December 31, 2020
Book value
$ 4,954,658
2,285,747
981,405
140,475
1,486,082
732,696
$
10,581,063
$
105,178
$ 12,802,412
174,810
1,336,177
655,934
28,282
1,174,172
$
16,171,787
Fair Value
Level 1
-
Level 2
5,437
Level 3
99,741
Total
105,178
  • b) Valuation techniques for financial instruments not measured at fair value

The Group’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

i) Financial assets measured at amortized cost

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • ii) Financial liabilities measured at amortized cost

If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

(Continued)

68

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • c) Valuation techniques for financial instruments measured at fair value

  • i) Non-derivative financial instruments

If the financial instruments have a quoted price in an active market, the fair value should be determined on that price. The price quoted in major exchanges and over-the-counter trading are all considered basis for fair value determination for listed equity instruments.

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’ s- length basis. Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide.

The financial instruments held by the Group are distinguished according to the evaluation sources used to determine its fair value as follows:

  • Financial instruments with an active market: including listed company stocks and fund beneficiary certificates, etc. The fair value of these instruments is determined by reference to their respective market quotes.

  • Financial instruments without active market: Fair value is based on valuation techniques or reference counterparty quotes. The fair value obtained through evaluation techniques can refer to the current fair value of other financial instruments with similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including calculations based on market information available on the date of the consolidated balance sheet.

  • ii) Derivative financial instruments

Measurement of the fair value of derivative instruments is based on the valuation techniques generally accepted by market participants such as the discounted cash flow or option pricing models; forward foreign exchange contracts are usually evaluated based on the current forward exchange rate, and the fair value of other types of derivative financial instruments are determined based on appropriate option pricing models (such as the BlackScholes model) or other evaluation methods.

(Continued)

69

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

d) Reconciliation of Level 3 fair values

The changes in Level 3 fair values for the years ended December 31, 2021 and 2020 are as follows:

Opening balance
Additions
Total gains and losses recognized in profit
and loss
Total gains and losses recognized in other
comprehensive income
Reclassified
Capital reduction and return of subscription
Disposal/Redemption
Effect of exchange rate changes
Ending balance
Derivative instrument -
Net of fair value measured
through profit and loss
Derivative instrument -
Net of fair value measured
through profit and loss
Non quoted equity
instrument - fair value
through other
comprehensive income
Non quoted equity
instrument - fair value
through other
comprehensive income
2021
$ 82,317
5,991
25,367
-
-
-
-
(1,529)
$
112,146
2020 2021
62,991
-
-
-
-
(7,104)
-
-
55,887
2020
124,565
-
(1,148)
-
-
-
(35,654)
(5,446)
82,317
97,021
-
-
1,711
(28,896)
-
(6,845)
-
62,991

As of December 31, 2021 and 2020, the total gains and losses were included in “other gains and losses” and “unrealized gains and losses of financial assets at fair value through other comprehensive income”. The relevant assets were as follows:

2021
tal gains and losses recognized:
In gains and losses, and presented in “other gains
and losses”
$
25,367
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets
at fair value through other comprehensive
income”
$
-
2020
(1,148)
1,711

Total gains and losses recognized:

  • e) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include “financial assets measured at fair value through profit or loss – derivative instruments” and “ fair value through other comprehensive income – equity investments”.

(Continued)

70

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Most of the fair value classified as Level 3 are singular significant unobservable input value, except for equity investments without an active market, which has multiple significant unobservable input data. The significant unobservable input values of equity instruments without an active market are independent of each other, thus there are no correlation between them.

Quantified information of significant unobservable inputs was as follow:

Item
Financial assets
measured at fair
value through
profit and loss -
derivatives
instruments (long
call options and
short call
options)
Valuation
technique
Option pricing
model
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs
and fair value
measurements
‧Stock price volatility
(22%~32% for
December 31, 2021 and
25%~33% for December
31, 2020)
˙The higher the
volatility of the stock
price, the higher the
fair value of longing
the call option and
lower the fair value
of shorting the call
option

f) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

Financial assets measured at fair
value through profit and loss - derivatives
instruments (long call options)
Financial assets measured at fair
value through profit and loss - derivatives
instruments (short call options)
Input value
22%~32%
22%~32%
22%~30%
22%~30%
Increase(+)
or
decrease(-)
The effect of fair value
fluctuations in profit and loss
Favorable
Unfavorable
-
-
-
-
-
(12,818)
13,880
-
+0.5%
-0.5%
+0.5%
-0.5%

The favorable and unfavorable effects represent the changes in fair value, which is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(Continued)

71

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ae) Financial risk management

  • (i) Overview

The Group is exposed to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

Note 6(ad) presents detailed information on exposure to each of the above risks and on the objectives, policies, and processes for measuring and managing risk.

  • (ii) The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect the changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group Audit Committee ensures that the supervision of the management is in compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by an Internal Audit.The Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

(af) Capital management

The Group’ s objectives for managing capital to safeguard its capacity to continue to operate, to continue to provide a return for shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

The main management of the Group regularly reviews the Group's capital structure, including the cost of various capital and related risks. In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities. There were no such significant changes in the debt ratio at December 31, 2021 and 2020.

(Continued)

72

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ag) Investing and financing activities not affecting current cash flow

The Group’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2021 and 2020, were as follows:

  • (i) Acquisition of Right-of-use assets by lease, please refer to note 6(k).

  • (ii) Reconciliation of liabilities arising from financing activities were as follows:

Long-term borrowings
Short-term borrowings
Shor-term bills payable
Lease liabilities
Preference share liabilities
Bonds payable
Total liabilities from financing activities
January 1,
2021
$ 10,482,412
2,320,002
174,810
655,934
28,282
-
$
13,661,440
Cash flows
(3,451,175)
(2,247,103)
46,400
(73,896)
(16,903)
3,120,780
(2,621,897)
Foreign
exchange
movements
and others
December 31,
2021
(1,070,992)
5,960,245
(22,510)
50,389
43
221,253
37,081
619,119
5,121
16,500
(168,330)
2,952,450
(1,219,587)
9,819,956
Foreign
exchange
movements
and others
December 31,
2021
(1,070,992)
5,960,245
(22,510)
50,389
43
221,253
37,081
619,119
5,121
16,500
(168,330)
2,952,450
(1,219,587)
9,819,956
5,960,245
50,389
221,253
619,119
16,500
2,952,450
9,819,956
Long-term borrowings
Short-term borrowings
Shor-term bills payable
Lease liabilities
Preference share liabilities
Total liabilities from financing activities
January 1,
2020
$ 17,498,137
2,988,798
415,458
1,018,299
44,260
$
21,964,952
Cash flows
(6,935,568)
(422,748)
(241,200)
(80,518)
(17,978)
(7,698,012)
Foreign
exchange
movements
and others
December 31,
2020
(80,157)
10,482,412
(246,048)
2,320,002
552
174,810
(281,847)
655,934
2,000
28,282
(605,500)
13,661,440
Foreign
exchange
movements
and others
December 31,
2020
(80,157)
10,482,412
(246,048)
2,320,002
552
174,810
(281,847)
655,934
2,000
28,282
(605,500)
13,661,440
10,482,412
2,320,002
174,810
655,934
28,282
13,661,440

(7) Related-party transactions:

(a) Name and relationship with related parties

Name of related party Phanes Holding Inc. Oryx Solar System Solutions LLC ThinTech Materials Technology Co., Ltd. Sino-American Silicon Products Inc. (“SAS”) Neo Cathay Power Corp. (“Neo Cathay”) Neo Cathay Electric Power Corp.

Relationship with the Group Other related party Other related party Other related party Other related party (Note 2) Associate (Note 3) Associate (Note 3)

(Continued)

73

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of related party Relationship with the Group
DS Energy Technology Co., Ltd. Associate
Si One Corp. Associate (Note 3)
Da Li Energy Co., Ltd. Associate (Note 3)
Yong Han Ltd. Associate (Note 3)
Yun Yeh Energy Inc. Associate (Note 3)
Solarbright energy Co., Ltd. (“Solarbright”) Associate
Apex Solar Corporation (“Apex”) Associate (Note 4)
Clean Focus Yield Limited (“CFY”) Other related party (Note 1)
Clean Focus Corporation(“CFC”) Other related party (Note 1)
CF Lessee LOB LLC Other related party (Note 1)
Verde Solar Inc. Other related party (Note 1)
V5 Technologies Co., Ltd. Associate
Gintung energy Corporation Associate
CF MN DevCo One LLC Joint venture
CF MN DevCo Two LLC Joint venture
NSP ET CAP MN HOLDINGS LLC Joint venture
  • Note 1: Former associates of the Group, wherein the Group disposed all of CFY’s shares in January 2020. In addition, due to the fact that the directors of CFY are the same as those of the Company, therefore, the Group has significant control over CFY; hence CFY and its subsidiaries were listed as other related parties of the Group.

  • Note 2: The Company did not serve as director of SAS in June 2020, and no longer has significant control over it. Therefore, only show the transactions as of June 2020.

  • Note 3: The Company disposed Neo Cathay’s shares in September 2020, and no longer has significant control over it and its subsidiaries. Therefore, only show the transactions as of September 2020.

  • Note 4: A former subsidiary of the Group, wherein the Company disposed all of Apex’s shares to Solarbright during the second quarter of 2021, hence Apex was listed as an associate.

  • (b) Significant transactions with related parties

  • (i) Sales, accounts receivable and contract assets

Details of sales (discount) by the Group to related parties were as follows:

Associates
Other related parties
For the years ended
December 31,
2021
2020
$ 383,409
491,401
-
(2,585)
$
383,409
488,816
2021
$ 383,409
-
$
383,409

(Continued)

74

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The terms of sale between the Group and related parties are negotiated by both parties based on the market conditions of the relevant products. The details of the accounts receivable and contract assets from the above transactions were as follows:

Associates
Apex
Others
Other related parties
CFC
Verde Solar Inc.
Less: Impairment allowance
December 31, 2021
Contract
Assets
31,821
-
-
-
-
31,821
December 31, 2020 December 31, 2020
Accounts
Receivable
$ 8,431
13,665
126,769
76,549
(25)
$
225,389
Accounts
Receivable
-
-
129,183
77,725
(7)
206,901
Contract
Assets
-
-
-
-
-
-

(ii) Purchases and contract liabilities

Details of purchases by the Group to related parties were as follows:

Associates
Other related parties
For the years ended
December 31,
For the years ended
December 31,
2021
$ 13,613
-
$
13,613
2020
10,490
79,957
90,447

The terms of the purchase between the Group and related parties are based on conditions agreed upon by both parties. The details of the contract liabilities from the above transactions were as follows:

Associates December 31,
2021
$
23,223
December 31,
2020
-

(Continued)

75

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) The following are mainly generated from mutual advance payments for building power facilities between the Group and related parties, which were including in other receivables and other current liabilities:
Associates
Joint ventures
Other related parties
CFC
Less: Impairment allowance
Associates
Joint ventures
Other receivables Other receivables
December 31,
2021
December 31,
2020
$ 381
840
46,078
46,556
292,952
297,451
(10,515)
(10,676)
$
328,896
334,171
Other current liabilities
December 31,
2020
840
46,556
297,451
(10,676
334,171
December 31,
2020
-
22,130
22,130

(iv) Purchase of property, plant and equipment

Other related parties For the years ended
December 31,
For the years ended
December 31,
Payables on equipment
(classified as other current
liabilities)
December 31,
2021
December 31,
2020
1,951
1,981
Payables on equipment
(classified as other current
liabilities)
December 31,
2021
December 31,
2020
1,951
1,981
2021
$
-
2020
10,617 1,981
  • (v) Disposal of investee companies that adopt euity method

The Group invested in 28.67% of CFY’s shares, with the right of redemption. Both parties agreed the Group require CFY to redeem all of its shares with certain conditions. The right has been executed by the Group in the first quarter of 2020, with the execution price of $1,649,963 thousand and the profit of $253,480 thousand, which includes the put option valuation gain of $35,514 thousand, recognized in 2019; and also a gain on disposal of investments of $217,826 thousand, as well as an impact of exchange rate differences of $140 thousand, both recognized in the first quarter of 2020. Please refer to note 6(h) for more details. In addition, as of December 31, 2021 and 2020, the remaining balance on the above disposal amounting to $100,315 thousand and $443,682 thousand, respectively, which has not yet to be collected, accounted for as other receivables from related parties.

The Group disposed shares of Apex to Solarbright in the second quarter of 2021, with the price of $198,282 thousand and the profit of $83 thousand.

(Continued)

76

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(vi) Acquisitions of financial assets

The Group acquired the marketable securities of Top Green Energy Technologies Inc. from Apex in the second quarter of 2021, with the consideration of $27,098 thousand.

  • (vii) Other income
Associates
Other related parties
For the years ended
December 31,
For the years ended
December 31,
2020
3,988
7,375
11,363

(viii) Interest income

Details on interest income received by the Group due to investments in convertible preference shares issued by other related parties were as follows:

Other related parties
Please refer to Note6(d) for details.
For the years ended
December 31,
For the years ended
December 31,
2020
8,180

(ix) Other expense

Associates
Other related parties
For the years ended
December 31,
For the years ended
December 31,
2021
$ 3,587
-
$
3,587
2020
496
174
670

(c) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Share-based payments
Total
For the years ended
December 31,
For the years ended
December 31,
2021
$ 62,170
1,361
3,776
$
67,307
2020
78,109
1,604
3,645
83,358

Please refer to note 6(y) for further explanations related to share-based payments.

(Continued)

77

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets December 31,
2021
$ 3,908,489
2,569,975
1,253,441
1,345,902
-
654,938
31,342
$
9,764,087
December 31,
2020
Property, plant and equipment
Investment property
Non-current assets held for sale
Restricted bank deposit (accounted for as current assets and other non-
current assets)
Inventory
Refundable deposit
Lease receivables (accounted for as other current assets and other non-
current assets)
6,572,006
2,671,322
-
1,453,667
273,442
732,696
32,415
11,735,548

(9) Significant contingent liabilities and unrecognized commitments:

  • (a) Unrecognized contract commitments

  • (i) Unrecognized contract commitments

Unused letter of credit (in USD thousand)
Unused letter of credit (in EUR thousand)
Bank guarantee (Note 13(a))
December 31,
2021
$
6
$
553
$
3,239,679
December 31,
2020
4,211
-
3,567,818
  • (ii) The Group have obtained orders for power facility construction and contracted the projects out to contractors. The Group entered into construction and materials contract with several contractors, and the unpaid amounts were as follows:
Unpaid amount December 31,
2021
$
2,718,470
December 31,
2020
643,249
  • (iii) The Group agreed to buy back the Class A preference shares issued by GES AC and AC GES on specific dates; please see note 6(r) for more details. In addition, the Group and IMPA agreed to sell all the shares of GES AC and AC GES; please see note 6(p) for more details.

  • (iv) The Group signed an electricity purchase contract with several companies. According to the contract, the Group can sell its own power plant to these companies, who are not allowed to resell electricity without authorization from the Group. The contracts are irrevocable, with contract periods ranging from 20 ~ 31 years.

(Continued)

78

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Due to power plant installations, the Group signed non-fixed lease payment agreements with others, please refer to Note 6(s).

  • (vi) The Group entered into separate long-term purchase agreements with several different silicon wafer suppliers. The Group has to make advance payments as guarantee and the suppliers shall meet the supply of materials in accordance with the contract terms. The advance payment may not be used for any other purposes than to deduct the payables arising from the purchase which is decided by both parties according to market price. In addition, the Group will recognize the impairments on the prepaid amounts according to the suppliers’ operations as follows:

Advance payment
Accumulated impairment loss
December 31,
2021
$
2,100,857
$
164,853
December 31,
2020
2,160,495
164,853
  • (vii) As of December 31, 2021 and 2020, the Group issued guarantee for Directorate General of Customs and sales Project, amounting to $862,670 thousand and $926,350 thousand, respectively.

  • (b) Contingencies

  • (i) The Group leased its plants to DU then a fire broke out in October 2017, and DU was affected and requested damages from the Group. The two parties reached a settlement in May 2019 that offset the money DU owed to the Group. However, EZ Bank, the mortgagee of DU’ s equipment, had objections to the settlement, and requested the Group to pay damages to DU, claim that the creditor’s rights and debts could not be offset by the Group. The Group assessed that it was against DU that the creditor’s rights of DU and DU’s right to claim damages against the Group are legally offset, so EZ Bank’s request has no basis. In this case, on July 1, 2021, the court judged that the Group should pay EZ Bank $159,335 thousand. The Group has appointed a lawyer to file an appeal on the grounds that the judgment was unreasonably flawed.

  • (ii) The sales customers FD and FE of the Group, in accordance with their purchase orders that not requesting performance within the time limit and requested to the Group USD 1,345 thousand for performance and damages, and the Group assessed their requests are unfounded, and made lawyers appoint to handle this case.

(10) Losses due to major disasters:

The Group’ s cooling tower in Zhunan factory caught fire on December 20, 2021, the preliminary estimated loss amount is $25,629 thousand, the Group has purchased relevant property insurance and has made follow-up insurance claims with the insurance company matter. As of December 31, 2021, the insurance claim is still in progress, the Group recognized the relating loss as operating cost and other gains and losses.

(Continued)

79

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(11) Subsequent Events: None

(12) Others:

Employee benefits, depreciation and amortization expense are summarized based on functions as follows:

Functions
Nature
2021 2021 2020 2020 2020
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expense
Salaries
Labor and health insurance
Pension
Others
Depreciation expense (Note)
Amortization expense
933,654
85,328
33,242
114,167
953,788
461
452,086
34,502
20,826
21,653
118,684
4,347
1,385,740
119,830
54,068
135,820
1,072,472
4,808
825,488
77,643
31,888
76,100
1,755,939
3,485
491,194
38,275
20,846
32,441
302,294
5,415
1,316,682
115,918
52,734
108,541
2,058,233
8,900

Note: Exclude the depreciation expense of investment property $124,976 thousand during 2021. There were no such situation in 2020.

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the years ended December 31, 2021:

  • (i) Lending to other parties: None.

  • (ii) Guarantee and Endorsement for other parties: Please see Table 1 attached.

  • (iii) Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included): Please see Table 2 attached.

  • (iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Group’s paid-in capital: Please see Table 3 attached.

  • (v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Group’s paid-in capital: None.

  • (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Group’s paid-in capital: : None.

  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Group’s paid-in capital: Please see Table 4 attached.

  • (viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital: Please see Table 5 attached.

(Continued)

80

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ix) Information regarding trading in derivative financial instruments: Please refer to Note 6(b) for related information.

  • (x) Significant transactions and business relationship between the parent company and its subsidiaries: Please see Table 6 attached.

  • (b) Information on investees:

The followings are the information on investees for the years ended December 31, 2021: Please see Table 7 attached.

  • (c) Information on investment in Mainland China: Please see Table 8 attached.

  • (d) Major shareholders:

Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
National Development Fund,Executive Yuan 99,084,679 %
6.08
Management Committee of Yaohua Glass Corporation Ltd. 94,573,203 %
5.80
  • Note 1: This Table provides the information of number of ordinary shares and special shares which were delivered through non-physical registration (including treasury shares) owned by major shareholders with ownership of 5% or greater and was calculated by Taiwan Depository & Clearing Corporation using the last business day at the end of the quarter. There might be a difference between the share capital listed on the Group’ s financial statements and the actual number of shares delivered through non-physical registration due to different basis of calculation.

  • Note 2: If the shareholder delivered the shares to the trust, the above information would be revealed by the individual trust account under fiduciary account opened by the trustee. As for the shareholders handled the insider ownership declarations with shareholdings over 10% in accordance with the Securities and Exchange Act, their shareholdings include the shares owned by themselves plus the shares delivered to the trust which they have the right on allocating the trust properties, please refer to the Market Observation Post System website for information about insider ownership declaration.

(14) Segment information:

  • (a) General information

For the purpose of resource allocation and performance measurement, the Group distinguishes its operating departments based on the business it operates, and the Group operating decision-makers regularly supervise and manage the operating results of each business unit. The reportable departments of the merged company are the solar energy department, the system department and the others department.

The profit or loss of each operating department of the Group is based on the profit earned by each department, excluding the apportionable operating expenses, non-operating income and expenditure. This measurement amount is provided to the chief operating decision maker for the allocation of resources to the department and for evaluation.

81

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Information about reportable segments and their measurement and reconciliations

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine its resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but excluding any extraordinary activity and foreign exchange gain or losses because taxation, extraordinary activity, and foreign exchange gain or losses are managed on a group basis, and hence, they are not able to be allocated to each reportable segment. In addition, not all reportable segments include the depreciation and amortization of significant non-cash items. The reportable amount is similar to that of in the report used by the chief operating decision maker.

The operating segment accounting policies are similar to those described in note o “ Significant accounting policies” except for the recognition and measurement of pension cost, which is paid on a cash basis.

The Group deemed the treated intersegment sales and transfers as third-party transactions, in which they are measured at market price.

The Group’s operating segment information and reconciliation are as follows:

For the years ended December 31, 2021 Solar energy
$ 12,771,253
258,032
$
13,029,285
$
528,595
Solar energy
$ 11,030,985
84,479
$
11,115,464
$
(861,584)
System
1,274,150
-
1,274,150
155,484
System
1,459,465
-
1,459,465
(76,512)
Others
257,005
-
257,005
44,740
Others
20,584
-
20,584
5,416
Reconciliation
and
elimination
Total
14,302,408
-
14,302,408
728,819
Total
12,511,034
-
12,511,034
(876,476)
-
(258,032)
(258,032)
-
Reconciliation
and
elimination
Revenue
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment profit or loss
For the years ended December 31, 2020
-
(84,479)
(84,479)
56,204
Revenue
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment profit or loss

(c) Product and service information

The Group’s product revenues from exterior clients were as follows:

Product and services
Solar energy
System
Others
2021
$ 12,484,602
1,254,765
563,041
$
14,302,408
2020
10,487,565
1,459,465
564,004
12,511,034

(Continued)

82

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(d) Geographic information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers .

Geographical information
Revenue from external
customers:
Taiwan
United States
India
Germany
Other countries
Total
Revenue from external
customers
2021
2020
$ 6,698,270
6,262,093
1,127,736
1,071,460
1,274,529
928,885
536,058
870,374
4,665,815
3,378,222
$
14,302,408
12,511,034
non-current asset non-current asset
2021
$ 6,698,270
1,127,736
1,274,529
536,058
4,665,815
$
14,302,408
2021
9,004,603
1,274,112
-
-
797,982
11,076,697
2020
9,465,615
1,592,385
-
-
2,134,249
13,192,249

Non-current assets exclude investments accounted for using the equity method, prepaid investments in shares, financial instruments, deferred tax assets, goodwill, brands and other assets.

(e) Major customers

The details of the Group’s customers whose individual sales income accounted for more than 10% of the net operating income on the consolidated income statement for the years ended December 31, 2021 and 2020 are as follow:

EZ Company 2021
2020
Note
$
1,898,907

Note : The mount of income failed to reach 10% of the consolidated income.

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED

FOR THE YEAR ENDED December 31, 2021

TABLE 1

(In Thousands of New Taiwan Dollars)

No. Endorser/Guarantor Counter-party of guarantee
and endorsement
Counter-party of guarantee
and endorsement
Limit on
Endorsement/
Guarantee Given on
Behalf of Each Party
Maximum Amount
Endorsed/
Guaranteed During
the Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements(%)
Maximum amount
for
guarantees and
endorsements
Endorsement
/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement
/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
with the
Company
0
0
0
0
0
0
1
1
The Company
The Company
The Company
The Company
The Company
The Company
GES USA
GES USA
GES UK
NSP System
Gintech (Thailand)
Apex
Yong Liang
GES USA
GES Megasixteen
TEV SOLAR ALPHA18 LLC
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
3,026,120
3,026,120
3,026,120
3,026,120
3,026,120
3,026,120
510,757
510,757
570,100
1,900,000
281,940
387,215
1,810,000
427,575
242,293
286,475
-
500,000
-
-
1,810,000
416,400
235,195
278,084
-
221,300
-
-
202,059
-
235,195
278,084
-
-
-
-
-
-
-
-
-
3.30
-
-
11.96
2.75
45.61
53.92
7,565,300
7,565,300
7,565,300
7,565,300
7,565,300
7,565,300
1,021,514
1,021,514
Y
Y
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N

Note 1: The relation between guarantor and guarantee :

  • (1)Ordinary business relationship.

  • (2)Subsidiary which owned more than 50 percent by the guarantor.

(3)An investee owned more than 50 percent in total by both the guarantor and its subsidiary.

(4)An investee owned more than 90 percent by the guarantor or its subsidiary.

(5)Fulfillment of contractual obligations by providing mutual endorsements and guarantees for peer or joint builders in order to undertake a construction project.

(6)An entity that is guaranteed and endorsed by all capital contributing shareholders in proportion to their shareholding percentages.

(7)The companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for per-construction homes pursuant to the Consumer Protection Act for each other.

Note 2: In accordance with the “Rules of Guarantees by the Company,” the ceiling for the total guaranteed amount was 50% of the Company’s net asset value, and the limit on the guaranteed amount for a single party was 20% of the Company’s net asset value. But for business purposes, the limit of the guaranteed amount was the total of the purchases from or sales to the Company within the most recent year.

Note 3: Based on the “Rules of Guarantees by GES USA,” the ceiling for the total guaranteed amount was 200% of GES USA’s net asset value, and the limit of the guaranteed amount for a single party was 100% of GES USA’s net asset value. But for business purposes, the limit on the guaranteed amount was the total of the purchases from or sales to GES USA within the most recent year. GES USA’s net asset value is based on its latest settlement financial statement.

(Continued)

~ 83 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD

FOR THE YEAR ENDED December 31, 2021

TABLE 2

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TABLE 2 (In Thousands of New Taiwan Dollars, Unless Stated Ot (In Thousands of New Taiwan Dollars, Unless Stated Ot (In Thousands of New Taiwan Dollars, Unless Stated Ot (In Thousands of New Taiwan Dollars, Unless Stated Ot herwise)
Holding
Company Name
Type and Name of Marketable Securities Relationship
with the Holding
Company
Financial Statement Account 2021.12.31 Note
Number of Shares Carrying
Amount
Percentage of
Ownership
Fair Value
The Company Shares
CTCI Corporation
ThinTech Materials Technology Co., Ltd.
GIGA SOLAR MATERIALS
CORPORATION
Taiwan Speciality Chemicals Corporation
NTNU Innovation Investment Holding
Company
ASIA GLOBAL VENTURE CAPITAL II
CO., LTD
SUN APPENNINO CORPORATION
FICUS CAPITAL CORPORATION
Convertible preference shares-Phanes Holding
Inc.
-
Other related
party
-
-
-
-
-
-
Other related
party
Financial assets at fair value through other comprehensive income- current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at amortized cost- non-current
3,003
7,000
266
2,226
200
531
-
-
24
111,712
222,250
55,654
45,699
2,000
8,188
-
-
-
0.39%
9.52%
0.35%
1.61%
2.00%
10.00%
26.09%
28.07%
100.00%
111,712
222,250
55,654
45,699
2,000
8,188
-
-
-
1

Note 1: Please refer to Note6(d) for details.

(Continued)

~ 84 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED AT COSTS OR PRICES OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED December 31, 2021

TABLE 3

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TABLE 3 (In Thousands of New Taiwan Dollars, U (In Thousands of New Taiwan Dollars, U (In Thousands of New Taiwan Dollars, U (In Thousands of New Taiwan Dollars, U nless Stated Otherwise) nless Stated Otherwise)
Company Name Type and Name of
Marketable Securities
Financial Statement Account Counterparty Relationship Beginning Balance Acquisition Disposal Ending Balance
Shares Amount Shares Amount Shares Amount Carrying
Amount
Gain (Loss) on
Disposal
Shares
(thousands)
Amount
The Company
Utech
Jiangung
Shares
Shares-Utech
Shares-Jiangung
Shares-Yong Liang
Investment accounted for using the equity method
Investment accounted for using the equity method
Investment accounted for using the equity method
(Note1)
(Note2)
(Note2)
Subsidiary
Subsidiary
Subsidiary
50,358 (1,278,092) 37,999
44,010
44,000
379,994
440,100
440,000
(59,866)
-
-
-
-
-
-
-
-
(90,332)
(Note3)
19,617
(Note3)
8,957
(Note3)
28,491
44,010
44,000
(988,430)
459,717
448,957

Note 1 : Due to capital increase by cash and capital reduction to cover losses.

Note 2 : Due to capital increase by cash.

Note 3 : Included share of loss (gains) of associates accounted for using equity method and cumulative translation adjustment.

Note 4:The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

(Continued)

~ 85 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED December 31, 2021

TABLE 4

(In Thousands of New Taiwan Dollars)

TABLE 4 (In Th (In Th ousands of New Taiwan D ousands of New Taiwan D ollars)
Buyer/Seller Related Party Relationship Transaction Details Abnormal Transaction Notes/Accounts Receivable
(Payable)
Note
Purchase/
Sale
Amount % to Total Payment Terms Unit Price Payment
Terms
Ending
Balance
% to Total
The Company
The Company
The Company
The Company
The Company
The Company
NSP System
NSP System
Utech
Gintech(Tailand)
Gintech(Tailand)
NSP System
Yong Liang
Gintung
Yong Liang
Apex
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
Purchase
Purchase
Sale
Sale
Sale
Sale
Contracted
project
Contracted
project
444,644
849,615
137,634
128,720
116,541
181,960
147,335
184,689
5%
9%
1%
1%
1%
2%
27%
34%
OA 14 days after receipt
TT in advance
60 days from the invoice date
60 days from the invoice date
60 days from the invoice date
Payment before shipment
14 days from the invoice date
14 days from the invoice date
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(56,292)
(63,179)
233,914
29,083
115,506
-
154,702
8,431
(4.64%)
(5.21%)
10.79%
1.34%
5.33%
0.00%
80.23%
43.72%
1
1
1
1
1
1,2
2

Note 1:The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

(Continued)

Note 2:The contracted company recognizes its construction revenue through percentage of completion method, and the amount of sales included.

~ 86 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL

FOR THE YEAR ENDED December 31, 2021

TABLE 5

(In Thousands of New Taiwan Dollars)

TABLE 5 (In Th (In Th ousands of New T aiwan Dollars)
Company Name Related Party Relationship Ending Balance Turnover Rate
(Note1)
Overdue Amount Received in
Subsequent Period
Allowance for
Impairment Loss
Amount Actions Taken
The Company
The Company
The Company
The Company
The Company
The Company
The Company
DelSolar US
Beryl
USD1
GES USA
NSP NEVADA
GES UK
TEV II
NSP System
NSP BVI
NSP BVI
DelSolar US
GES ME
NSP NEVADA
Gintech (Thailand)
NSP System
UREE
Yong Liang
Beryl
CFC
Beryl
MUNISOL
GES USA
GES USA
TEV Solar
Yong Liang
The Company
CFY
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Associate
Grandson company
Subsidiary
Subsidiary
Subsidiary
Associate
Parent company
Other relatedparty
666,196
572,132
487,523
233,914
273,445
133,486
115,506
696,965
401,873
105,669
812,693
373,550
243,674
544,411
154,702
251,793
100,315
-
-
-
0.72
0.87
-
1.16
-
-
-
-
-
-
-
-
-
-
666,196
572,132
487,523
76,248
-
3,913
-
-
-
-
-
-
-
-
-
-
-
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable accordingto the schedule of signingcontracts
-
-
-
146,274
129,083
133,486
103,751
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1:Receivables arising from the payment of power plant construction payments or procurement transactions don’t apply to turnover rate. Note 2 : The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

(Continued)

~ 87 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED December 31, 2021

TABLE 6

(In Thousands of New Taiwan Dollars)

TABLE 6 (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No
(Note 1)
Company Name Related Party Relationship(Note 2) Intercompanytransactions
Financial Statement
Account
Amount Trading Terms Percentage of the
consolidated net
revenue or total assets
0
0
0
0
0
0
0
1
2
3
4
5
The Company
The Company
The Company
The Company
The Company
The Company
The Company
DeSolar US
NSP System
GES USA
GES USA
TEV II
DelSolar US
NSP NEVADA
GES ME
Gintech(Thailand)
Gintech(Thailand)
NSP System
Utech
Beryl
Yong Liang
MUNISOL
NSP NEVADA
TEV Solar
1
1
1
1
1
1
1
3
3
3
3
3
Other receivable
Other receivable
Other receivable
Purchase
Sales revenue
Purchase fixed asset
Purchase
Other receivable
Sales revenue
Other receivable
Other expense payable
Other receivable
666,196
487,523
572,132
849,615
137,634
165,089
444,644
696,965
147,335
812,693
373,550
544,411
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
2%
2%
2%
6%
1%
1%
3%
2%
1%
3%
1%
2%

Note 1: fill in of numbers:

  1. 0 represents the parent company.

  2. The subsidiaries start with number 1.

Note 2: Relationship with counterparty are represented below:

  1. Transactions from parent company to subsidiary.

  2. Transactions from subsidiary to parent company.

  3. Transactions between subsidiaries.

Note 3: Based on general trading conditions and prices.

Note 4: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

Note 5: If other transactions do not reach 1% of the combined total revenue or total assets ratio will not be disclosed.

(Continued)

~ 88 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)

FOR THE YEAR ENDED December 31, 2021

TABLE 7

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TABLE 7 (In Tho (In Tho (In Tho usands of Ne w Taiwan Dollars, Unless Stated w Taiwan Dollars, Unless Stated Otherwise)
Investor
Company
Investee Company Location Main Businesses and Products Investment Amount Balance as of December 31, 2021 Highest % of
Ownership
during 2021
Investee recognized Note
December 31, 2021 December 31, 2020 Shares
(Thousands)
% of
Ownership
Carrying Value Net Income (Loss)
of the Investee
Investment Gain
(Loss)
The Company
UES
RES
UES
DelSolar Cayman
NSP BVI
GES ME
Apex
NSP UK
NSP System
New Ray Investment
Zhongyang
UREE
DelSolar Singapore
BPS
SMC
Utech
Yong Liang
Yong Zhou
JRC
GES UK
TSST
V5 Technology
Gintung
DS Energy Technology Co.,
Ltd.
Dashiangying
Shinkai
Shanshang
Jiangung
Dungshr
Yanshan
Solarbright
RES
Gintech Thailand
Independent State of
Samoa
Cayman Islands
British Virgin Islands
The United Arab
Emirates
Taiwan
UK
Taiwan
Taiwan
Taiwan
Taiwan
Singapore
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Dominican
UK
Malaysia
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Independent State of
Samoa
Thailand
Investment company
Investment company
Investment company
Solar related business
Solar related business
Investment company
Solar related business
Investment company
Solar related business
Solar related business
Investment company
Solar related business
Solar related business
Electronic component
manufacturing
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
Electronic component
manufacturing and selling
Electronic component
manufacturing
Solar related business
Agriculture related business
Agriculture related business
Solar related business
Agriculture related business
Electronic component
Agriculture related business
Solar related business
Investment company
Solar related business
NTD 1,918,131
NTD 4,906,789
NTD 470,424
NTD 418,805
NTD
-
NTD 71,881
NTD 144,200
NTD
-
NTD 24,121
NTD 25,300
NTD 29,743
NTD 6,000
NTD 9,720
NTD 1,097,064
NTD 249,000
NTD 46,500
NTD 431,397
NTD 2,644,899
NTD 417,692
NTD 114,084
NTD 34,341
NTD 10,500
NTD 100
NTD 100
NTD 20,100
NTD 100
NTD 2,100
NTD 100
NTD
30,000
USD 64,406
USD 64,155
NTD 1,918,131
NTD 4,906,789
NTD 470,424
NTD 418,805
NTD 165,994
NTD 71,881
NTD 144,200
NTD 115,000
NTD 24,121
NTD 25,300
NTD 29,743
NTD 6,000
NTD 9,720
NTD 717,070
NTD 249,000
NTD 46,500
NTD 431,397
NTD 2,943,653
NTD 417,692
NTD 114,084
NTD 34,341
NTD 10,500
NTD 100
NTD 100
NTD 20,100
NTD 100
NTD 2,100
NTD 100
NTD 30,000
USD 64,406
USD 64,155
62,188
155,126
18,350
4
-
1,780
14,420
-
3,500
2,530
1,250
600
1,000
28,491
24,900
-
145
85,433
97,701
7,789
13,460
1,050
10
10
2,010
-
210
10
9,000
62,188
20,920
100%
100%
100%
100%
-
100%
100%
-
100%
100%
100%
60%
100%
99.94%
36.14%
100%
59.69%
100%
42.12%
32.73%
36.38%
18.93%
100%
100%
100%
-
100%
100%
30%
100%
100%
744,279
562,548
410,709
58,552
-
95,029
70,327
-
38,168
5,871
16,068
10,316
9,884
(988,430)
232,998
(6,624)
208,689
967,835
67,322
46,495
-
2,549
7
7
20,049
-
586
7
91,779
744,278
737,492
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
60%
100%
99.94%
100%
100%
59.69%
100%
42.12%
32.73%
36.38%
29.17%
100%
100%
100%
100%
100%
100%
30%
100%
100%
95,169
(37,414)
2,798
(122,388)
3,861
(60,751)
(24,205)
(65)
11,344
4,499
(316)
(4,268)
35
(105,721)
11,254
(4,843)
(842)
(146,735)
9,755
(48,268)
-
(13,006)
(60)
(60)
(10)
4,051
442
(60)
6,503
95,197
95,079
95,169
(37,414)
2,798
(122,388)
1,115
(60,751)
(27,874)
(65)
11,344
4,499
(316)
(2,561)
35
(105,533)
6,979
(4,843)
(503)
(146,735)
4,109
(18,925)
-
(2,813)
(60)
(60)
(10)
(3)
442
(60)
1,951
-
-
Note 9,12
Note 8
Note 10
Note 1
Note 1
Note 1
Note 1
Note 13
Note 13
Note 11
Note 13
Note 1
Note 7
Note 7
(Continued)

~ 89 ~

Investor Company Investee Company Location Main Businesses and
Products
Investment Amount Investment Amount Balance as of December 31, 2021 Balance as of December 31, 2021 Balance as of December 31, 2021 Highest % of
Ownership
during 2021
Investee recognized Investee recognized Note
December 31, 2021 December 31, 2020 Shares
(Thousands)
% of
Ownership
Carrying
Value
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
GES UK
GES USA
GES USA
NSP Germany
NCH Solar1
GES_Solar2
GES_Solar3
GES CANADA
GES JAPAN
MEGATWO
MEGATHREE
MEGAFIVE
MEGASIX
MEGAEIGHT
MEGATWELVE
MEGATHIRTEEN
MEGASIXTEEN
MEGANINETEEN
MEGATWENTY
ASSET TWO
ASSET THREE
SH4
CEDAR FALLS
Schenectady
VOC
SEG
KINECT
RER CT 57
TEV II
Illini Power LLC
PS CS LLC
HEYWOOD
MP Solar
Ventura
US
Germany
UK
UK
UK
Canada
Japan
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
USD
52,180
EUR
23
GBP
-
GBP
-
GBP
-
USD
12,025
JPY
273,507
USD
19,594
USD
-
USD
635
USD
2,627
USD
748
USD
168
USD
2,000
USD
11,981
USD
132
USD
124
USD
-
USD
2,839
USD
539
USD
-
USD
-
USD
-
USD
800
USD
266
USD
-
USD
200
USD
-
USD
-
USD
1,770
USD
-
USD
-
USD
52,180
EUR
23
GBP
6,947
GBP
1,022
GBP
67
USD
12,025
JPY
1,184,330
USD
19,274
USD
1,284
USD
635
USD
2,627
USD
748
USD
168
USD
2,000
USD
11,981
USD
132
USD
124
USD
-
USD
2,839
USD
619
USD
2,237
USD
-
USD
2,393
USD
800
USD
266
USD
1,931
USD
200
USD
-
USD
-
USD
1,770
USD
3,251
USD
3,013
53,416
23
-
-
-
10,540
276
19,594
-
635
2,627
748
168
2,000
11,981
132
124
-
2,839
539
-
-
-
800
266
-
0.2
-
-
-
-
-
100%
90%
-
-
-
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
-
-
-
100%
100%
-
100%
-
-
55%
-
-
510,757
1,029
-
-
-
188,051
19,404
29,079
-
13,759
9,059
4,183
298
53,555
271,177
(2,379)
2,104
(318)
16,477
8,471
-
(19,858)
-
11,209
9,330
-
-
-
-
42,244
-
-
100%
90%
100%
100%
100%
100%
100%
100%
40%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
55%
55%
55%
(18,554)
(491)
(1,416)
(195)
(172)
(6,025)
(4,865)
(16,727)
1,000
(4,622)
(23,572)
458
(112)
781
(1,092)
318
701
(23)
(1,105)
374
(36)
(248)
(10,137)
(2,107)
642
1,559
(5,240)
(25)
(25)
(593)
(22)
(22)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 7
Note 6,7
Note 7,12
Note 7,12
Note 7,12
Note 7
Note 7
Note 7
Note 1,7,12
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 3,7
Note 7
Note 7
Note 7,12
Note 3,7
Note 3,7,12
Note 7
Note 7
Note 7,12
Note 4,7
Note 3,7,12
Note 3,7,12
Note 7
Note 7,12
Note 7,12
(Continued)

~ 90 ~

Investor Company Investee Company Location Main Businesses and
Products
Investment Amount Investment Amount Balance as of December 31, 2021 Balance as of December 31, 2021 Balance as of December 31, 2021 Highest % of
Ownership
during 2021
Investee recognized Investee recognized Note
December 31, 2021 December 31, 2020 Shares
(Thousands)
% of
Ownership
Carrying Value Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
NSP NEVADA
GES CANADA
MEGA TWO
ASSET THREE
MEGASIXTEEN
GES AC
TEV II
TEV Solar
AC GES Solar
NSP BVI
DelSolar Cayman
DelSolar Singapore
NSP UK
Utech
Jiangung
HEYWOOD
MP Solar
Ventura
Livermore
Industrial Park
Hillsboro
JRC
Munisol
SHIMA’S
WAIMEA
HONOKAWAI
ELEELE
HANALEI
KAPAA
KOLOA
GES AC
ANDERSON N.
ANDERSON S.
Flora
Greenfield
Spiceland
TEV Solar
AC GES Solar
Richmond
Rensselaer
Advance
NSP HK
DelSolar HK
DelSolar US
NSP NEVADA
URE NSP
NSP Vietnam
PV Power Park
NSP Indygen
Jiangung
Yong Liang
US
US
US
US
US
US
Dominican
Mexico
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
Hong Kong
Hong Kong
US
US
US
Vietnam
Germany
UK
Taiwan
Taiwan
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Technical management
services
Solar related business
Solar related business
Solar related business
Solar related business
USD 1,448
USD -
USD -
USD 150
USD 3,100
USD 1,862
USD 9,842
USD 18,810
USD 153
USD 526
USD 418
USD 637
USD 280
USD 761
USD 569
USD 24,942
USD 13,507
USD 11,454
USD 1,915
USD 8,631
USD 1,275
USD 100
USD 19,674
USD 19,259
USD 9,933
USD 534
USD -
USD 125,200
USD 24,800
USD 5,125
USD 500
USD -
GBP -
GBP -
NTD 440,100
NTD 440,000
USD 1,448
USD 2,660
USD 2,465
USD 150
USD 3,100
USD 1,862
USD 9,842
USD 18,490
USD 153
USD 526
USD 418
USD 637
USD 280
USD 761
USD 569
USD 24,942
USD 13,507
USD 11,454
USD 1,915
USD 8,631
USD 1,275
USD 100
USD 19,674
USD 19,259
USD 9,933
USD 534
USD -
USD 125,200
USD 24,800
USD 5,125
USD 500
USD 160
GBP 20
GBP -
NTD -
NTD -
-
-
-
-
-
-
97
353,508
153
526
418
637
280
761
569
0.1
13,507
11,454
1,915
8,631
1,275
0.1
0.1
19,259
9,933
534
-
125,200
3
5,125
500
-
-
-
44,010
44,000
45%
-
-
100%
100%
100%
40.31%
100%
100%
100%
100%
100%
100%
100%
100%
67.59%
100%
100%
100%
100%
100%
100%
66.19%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
100%
100%
63.86%
34,272
-
-
(40,565)
27,132
22,242
226,316
348,098
(1,224)
11,982
13,012
15,439
2,022
13,042
9,845
689,568
352,472
299,112
50,977
226,163
33,610
2,546
544,296
527,849
273,758
14,643
-
212,076
297,636
38,551
14,203
-
-
47,771
459,717
448,957
45%
45%
45%
100%
100%
100%
40.31%
100%
100%
100%
100%
100%
100%
100%
100%
67.59%
100%
100%
100%
100%
100%
100%
66.19%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
63.86%
(593)
(22)
(22)
(1,635)
(18,792)
(5,463)
(842)
(16,704)
186
26
799
401
(74)
608
(46)
(18,085)
(5,772)
(4,638)
(485)
(3,175)
(398)
(28)
(3,928)
(1,027)
2
(11)
1
820
(32,511)
(18,411)
231
-
(22)
(60,501)
4,051
11,254
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,051
-
Note 7
Note 7,12
Note 7,12
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 5,7
Note 7
Note 7
Note 7
Note 7
Note 7
Note 7,8
Note 7,8
Note 7
Note 11
Note 7,10
(Continued)

~ 91 ~

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2021 Balance as of December 31, 2021 Balance as of December 31, 2021 Highest % of
Ownership
during 2021
Investee recognized Investee recognized Note
December 31, 2021 December 31, 2020 Shares
(Thousands)
% of
Ownership
Carrying
Value
Net Income (Loss) of
the Investee
Investment
Gain(Loss)
NSP System
UREE
DelSolar HK
DelSolar US
DelSolar Development
USD1
Hsin Jin Optoelectronics
Hsin Jin Solar Energy
Si Two
Tienyang
Deyang
Shanyang
Jeyang
Lianzhang
Lianxi
Liancheng
Feng Yang
UAE
DelSolar Wu Jiang
DelSolar Development
CFR
USD1
JV2
Beryl
DSS-USF PHX LLC
DSS-RAL LLC
DevCo One
DevCo Two
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
China
US
US
US
US
US
US
US
US
US
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Agriculture related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
NTD
10,647
NTD
13,981
NTD
20,000
NTD
-
NTD
-
NTD
-
NTD
-
NTD
100
NTD
100
NTD
100
NTD
-
NTD
100
USD
120,000
USD
2,200
USD
14,370
USD
3,582
USD
830
USD
-
USD
370
USD
835
USD
444
USD
444
NTD
10,647
NTD
13,981
NTD
20,000
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
USD
120,000
USD
2,200
USD
14,370
USD
3,582
USD
830
USD
-
USD
370
USD
835
USD
444
USD
444
-
-
2,000
-
-
-
-
10
10
10
-
10
-
-
14,370
-
-
-
-
-
-
-
80%
60%
100%
-
-
-
-
100%
100%
100%
-
100%
100%
100%
100%
100%
67%
100%
100%
100%
40%
40%
12,031
16,200
15,070
-
-
-
-
-
-
-
-
7
200,117
18,694
(70,766)
181,388
-
116,495
9,110
8,043
1,664
1,664
80%
60%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
67%
100%
100%
100%
40%
40%
1,211
2,647
337
-
-
-
-
(148)
(12,471)
(60)
-
(60)
924
(1,558)
(3,488)
(348)
-
(26,493)
(1,381)
(630)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 7
Note 7
Note 7
Note 7,12
Note 7,12
Note 7,12
Note 7,12
Note 7
Note 7
Note 7,13
Note 7,12
Note 7,13
Note 7
Note 7
Note 7
Note 7
Note 1,2,7
Note 7
Note 7
Note 7
Note 1,7
Note1,7

Note1 : It is an investment accounted for using equity method and is an affiliated enterprise or a joint venture. Except for these entities, the remaining entities are all subsidiaries of the consolidated entity.The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

Note 2:Although the Group holds more than half of JV2’s equity, according to the joint venture contract, all major management decisions of JV2 must be agreed by all directors. Therefore, the Group assess no control over JV2.

Note 3:The Group’s structured entities.

Note 4:GES USA and Telamon Enterprise Ventures (Telamon), non-related parties, established TEV II and obtained 50% of each of TEV II’s equity in the contract agreement. According to the contract, GES USA was responsible for all related projects led by TEV II and assume the risk of variable remuneration. Therefore, GES USA has control over TEV II. Additionally, GES USA purchased a 50% stake in TEV II held by Telamon in August 2020.

Note 5:According to the loan contract between the Group and IMPA, the Group cannot transfer the equity of the companies before the specified date. Please refer to note6(p) for details.

Note 6:Due to organization reorganization on May 2020, NSP Germany was recognized under NSP UK before May, and its shares have been transferred to GES UK since June, becoming a 90% owned subsidiary.

Note 7:The investor disclosed the profits and losses of the investment, which include the profits and losses of the investee; therefore, no disclosure is needed from the Company.

Note 8 : As of December 31, 2021, the company had liquidated and dissolved.

Note 9 : Due to the changes in strategic layout, the Company sold the Apex's shares to Solarbright energy in the second quarter of 2021.

Note 10 : Due to organization reorganization, it was originally recognized under URE as a 100% owned subsidiary, and its 63.86% shares have been transferred to Jiangung since June 2021.

Note 11:Due to organization reorganization, it was originally recognized under URE as a 100% owned subsidiary , and its shares have been transferred to Utech since April 2021, becoming a 100% owned subsidiary. Note 12:As of December 31, 2021, the Group disposed of all the equity shares.

Note 13:As of December 31, 2021, the company is in the process of liquidation and dissolution.

~ 92 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA

FOR THE YEAR ENDED December 31, 2021

TABLE 8

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TABLE 8 (In Thousands of New Taiwan Dollars, Unless S tated Otherwise)
Investee Company Main Businesses
and Products
Paid-in Capital Method of
Investment
Accumulated Outward Remittance
for Investment from Taiwan as of
January 1, 2021
Investment flows Accumulated Outward Remittance
for Investment from Taiwan as of
December 31, 2021
Net Income (Loss)
of the Investee
(Note 3)
% Ownership of
Direct or Indirect
Investment
Highest % of
Ownership during 2021
Investment
Gain (Loss)
Carrying Amount
as of December 31,
2021
Accumulated
Repatriation of
Investment Income
as of December 31,
2021
Outflow Inflow
DelSolar Wu Jiang Solar related
business
USD 120,000
$3,343,200
Note 1 USD 120,000
$3,320,400
- - USD 120,000
$3,343,200
924 100% 100% 924 200,117 -
NSP Nanchang Solar related
business
USD 0
$-
Note 4 USD 5,000
$138,350
- - USD 5,000
$139,300
Note 4 - 100% - - -
Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2021
(US$ in Thousands)
Investment Amount Authorized by
the Investment Commission,
MOEA
(US$ in Thousands)
Upper Limit on the Amount of
Investment Stipulated by the
Investment Commission, MOEA
USD 143,450
3,969,262
USD 149,618
4,139,930
9,078,360

Note 1:Investments Mainland China through a third region.

Note 2:Subsidiaries mentioned above were recognized on the basis of financial statements as December 31, 2021. Note 3 : The aforementioned inter-company transactions have been eliminated in the consolidated financial statements. Note 4:The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020. Note 5 : The exchange rate used is the rate on December 31, 2021.

~ 93 ~