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URE — Annual Report 2021
Nov 15, 2021
52346_rns_2021-11-15_231dc2a9-9188-480e-924c-024a52e8f5fc.pdf
Annual Report
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Stock Code:3576
UNITED RENEWABLE ENERGY CO., LTD.
Parent Company Only 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 parent company only 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 parent company only financial statements, the Chinese version shall prevail.
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Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Independent Auditors’ Report 4. Balance Sheets 5. Statements of Comprehensive Income 6. Statements of Changes in Equity 7. Statements of Cash Flows 8. Notes to the Financial Statements (1) Company history (2) Approval date and procedures of the 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 9. List of major account titles |
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| 1 2 3 4 5 6 7 8 8 8~9 10~24 24~25 26~56 57~63 63 63~64 64 65 65 66, 68~72 66, 73 66, 74 67 67 75~85 |
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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 financial statements of United Renewable Energy Co., Ltd.(“ the Company” ), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2021 and 2020, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the year ended December 31, 2021 and 2020, in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows:
- Revenue recognition
Please refer to note 4 (p) “ Revenue recognition” for accounting policy and note 6 (x) “ Revenue from contracts with customers” of the parent company only financial statements for further information.
Description of key audit matter:
The Company’s revenues are derived from the sales of solar modules and cells. Revenue recognition is also dependent on whether the specified sales terms in each individual contract are met. In consideration of the high volume of sales transactions, revenue recognition is one of the key areas our audit focused on.
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.
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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. Assessment of impairment of non-financial assets
Please refer to note 4 (n) “Impairment of non-financial assets” for accounting policy and note 5 “assumptions and judgments, and major sources of estimation uncertainty for impairment of non-financial assets” of the parent company only financial statements for further information.
Description of key audit matter:
The Company belongs to a high capital expenditure industry, and its production capacity relies on the customer needs. However, in an environment where market 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.
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.
3. Investment accounted for using the equity method
Please refer to note 4 (i) “ Investment in subsidiaries ” for accounting policy and note 6 (g) “Investment accounted for using the equity method” of the parent company only financial statements for further information.
Description of key audit matter:
The Company invests in the construction of power plants via its subsidiaries, accounted for using the equity method. The assessment of impairment of the subsidiaries’property, plant and equipment, and the evaluation of the power plants under construction are affected by the market environment and government policies, resulting in uncertainties in the recoverability of its non-financial assets. Therefore, the investment accounted for using the equity method is one of the key areas our audit focused on.
How the matter was addressed in our audit:
Our principal audit procedures included: assessing the policies of investments accounted for using the equity method whether they comply with the government regulations; planning and performing the necessary audit procedures in accordance with the regulations of Taiwan Auditing Standards to recognize the investment gains and losses under the equity method.
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In addition, regarding the evaluation of the power plant under construction, the audit procedures include:
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(a) Obtaining the comparative information of the total budget and actual accumulated expenditures of the projects currently under construction for the long-term equity investment, and understanding the completion progress of each power plant project and additional costs needed to be invested as of the reporting date.
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(b) Reviewing the net realizable value of the power plants under construction as assessed by the management, including whether the evaluation method used complies with the International Financial Reporting Standards; checking the calculation of the net realizable value of the power plants under construction by the management, and evaluating the source of the estimated sales price.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investments accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chien Chen and Yung-Hua Huang.
KPMG
Taipei, Taiwan (Republic of China) March 18, 2022
Notes to Readers
The accompanying parent company only financial statements are intended only to present the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD.
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)) 1170 Notes and accounts receivable, net (note 6(e)) 1180 Accounts receivable from related parties (note 7) 1200 Other receivables 1210 Other receivables from related parties (note 6(d) and7) 130X Inventories (note 6(f)) 1410 Prepayments (notes 9) 1476 Other financial assets (note 8) 1479 Other current assets Total current assets Non-current assets: 1510 Financial assets at fair value through profit or loss - non-current (notes 6(b) and (o)) 1517 Financial assets at fair value through other comprehensive income - non- current (note 6(c)) 1535 Financial assets at amortized cost - non-current (note 6(d)) 1550 Investments accounted for using the equity method (notes 6(g) and 7) 1600 Property, plant and equipment (notes 6(i), 7 and 8) 1755 Right-of-use assets (note 6(j)) 1760 Investment property (notes 6(k) and 8) 1780 Intangible assets (note 6(l)) 1840 Deferred tax assets (note 6(t)) 1915 Prepayments - non-current (note 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 % $ 3,655,826 14 7,384 - 111,712 - 1,564,893 6 400,842 2 68,958 - 298,908 1 1,211,447 5 704,222 3 873,956 3 166,987 1 9,065,135 35 6,900 - 333,791 1 - - 3,660,075 14 4,288,600 17 201,636 1 2,637,221 10 4,134 - 622,050 2 1,920,057 8 634,844 3 2,002,155 8 202,244 1 16,513,707 65 $ 25,578,842 100 |
December 31, 2020 Amount % 3,605,677 13 2,714 - 114,715 - 1,815,386 7 155,970 1 19,793 - 403,188 1 1,487,041 6 319,866 1 1,020,807 4 197,833 1 9,142,990 34 - - 249,676 1 140,475 1 4,819,040 18 4,439,234 16 192,327 1 2,741,259 10 1,924 - 622,822 2 1,942,715 7 706,987 3 2,000,162 7 - - 17,856,621 66 26,999,611 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(m)) 2120 Financial liabilities at fair value through profit or loss - current (note 6(b)) 2130 Contract liabilities - current (notes 6(x) and 7) 2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2280 Lease liability - current (note 6(p)) 2320 Current portion of long-term liabilities (note 6(n)) 2399 Other current liabilities (note 7) Total current liabilities Non-Current liabilities: 2530 Bonds payable (note 6(o)) 2540 Long-term borrowings (note 6(n)) 2580 Lease liability - non-current (note 6(p)) 2650 Credit balance of investments accounted for using equity method (note 6(g)) 2670 Other non-current liabilities (notes 6(g) and (t)) Total non-current liabilities Total liabilities Equity (note 6(u)) 3110 Ordinary shares 3200 Capital surplus 3350 Accumulated deficit 3400 Other equity 3500 Treasury shares Total equity Total liabilities and equity |
December 31, 2021 | December 31, 2020 Amount % 2,320,002 9 5,437 - 261,976 1 1,164,553 4 166,180 1 10,610 - 2,335,756 9 1,591,973 5 7,856,487 29 - - 3,088,571 11 258,841 1 1,279,873 5 258,907 1 4,886,192 18 12,742,679 47 26,650,863 99 7,877 - (11,581,063) (43) (802,046) (3) (18,699) - 14,256,932 53 26,999,611 100 |
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| Amount % |
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| $ - - - - 337,967 1 1,077,242 4 136,307 1 26,780 - - - 1,775,571 7 3,353,867 13 2,952,450 12 2,657,486 10 252,628 1 995,054 4 236,757 1 7,094,375 28 10,448,242 41 16,278,140 64 999,749 4 (1,461,427) (6) (667,163) (3) (18,699) - 15,130,600 59 $ 25,578,842 100 |
See accompanying notes to financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD.
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(x) and 7) 5110 Operating costs (notes 6(f), 7 and 12) 5900 Gross loss from operations Operating expenses(notes 6(e)(v)(y) 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(r)(z) and 7) 7020 Other gains and losses (note 6(z)) 7050 Finance costs (notes 6(o) and (p)) 7060 Share of gain (loss) of subsidiaries and associates accounted for using equity method (note 6(g)) 7100 Interest income Loss before income tax 7950 Less: income tax expense (note 6(t)) 8200 Net loss 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gain(loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive income(loss) of subsidiaries accounted for using equity method 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign statements 8380 Share of other comprehensive income (loss) of subsidiaries accounted for using equity method 8300 Total other comprehensive income (loss) Total comprehensive loss Loss per share 9750 Basic loss per share (NT dollars) (note 6(w)) |
2021 Amount % $ 12,027,712 100 11,558,981 96 468,731 4 352,317 3 647,413 5 100,492 1 (2,971) - 1,097,251 9 - - (628,520) (5) 284,075 2 (327,904) (3) (215,220) (2) (402,473) (3) 1,839 - (659,683) (6) (1,288,203) (11) - - (1,288,203) (11) 61,118 - - - (58,399) - (47,287) - (44,568) - $ (1,332,771) (11) $ (0.84) |
2020 Amount % 10,716,898 100 11,028,558 103 (311,660) (3) 321,263 3 775,609 7 154,162 2 (14,875) - 1,236,159 12 (891,547) (8) (2,439,366) (23) 311,704 3 (157,592) (1) (349,226) (3) (3,517,700) (33) 13,165 - (3,699,649) (34) (6,139,015) (57) - - (6,139,015) (57) 125,711 1 (11,966) - (327,526) (3) (46,042) - (259,823) (2) (6,398,838) (59) (4.08) |
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See accompanying notes to financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD.
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 Compensation cost of restricted shares for employees Distribution of restricted shares for employees Cancellation of restricted shares for employees Disposal of investments in equity instruments at fair value through other comprehensive income Adjustments to capital surplus and retained earnings for changes in subsidiaries equity Balance at December 31, 2020 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 Capital increase by cash Capital reduction to offset accumulated deficits Difference between consideration and carrying amount of subsidiaries acquired or disposed 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 Adjustments to capital surplus and retained earnings for changes in subsidiaries equity Issuance of convertible bonds Compensation cost of issuing shares Balance at December 31, 2021 |
Share capital | 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 (6,000,644) (6,139,015) - (6,139,015) - 123,629 (84,834) - - (1,591) - 522,193 (801) (11,581,063) (1,288,203) - (1,288,203) 9,887 - 11,571,175 - - - (172,902) (321) - - (1,461,427) |
Other equity | Unearned employees benefits (18,414) - - - - - - - 12,558 (7,560) 6,000 - - (7,416) - - - - - - - 4,621 1,928 - - - - (867) |
Treasury shares (18,699) - - - - - - - - - - - - (18,699) - - - - - - - - - - - - - (18,699) |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| Ordinary shares $ 26,653,375 - - - - - - - - 7,950 (10,462) - - 26,650,863 - - - - 1,200,000 (11,571,175) - - (1,548) - - - - $ 16,278,140 |
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 |
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| 20,721,993 (6,139,015) (259,823) (6,398,838) 7,819 - (84,834) 473 12,558 - (3,033) - 794 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 |
See accompanying notes to financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Loss before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Net loss(gain) on financial assets or liabilities at fair value through profit or loss Finance cost Interest income Dividends income Compensation cost of restricted shares for employees Share of loss of subsidiaries and associates accounted for using equity method Loss (gain) on disposal of property, plant and equipment Gain on disposal of investments Impairment loss on property, plant and equipment Impairment loss (reversal gain) on prepayment Impairment loss on financial assets Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Contract assets - current Notes and accounts receivable Accounts receivable from related parties Other receivables Other receivables from related parties Inventory Prepayments (including non-current) Other current assets Contract liabilities - current Notes and accounts payable (including related parties) Provisions Other current liabilities Total changes in operating assets and liabilities Cash inflow generated from (used in) operations Income taxes received (paid) Net cash flows generated from (used in) operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of associates Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Increase in other financial assets Interest received Dividends received Net cash flows generated from investing activities Cash flows from financing activities: Decrease in short-term loans Issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Proceeds from issuance of ordinary shares Interest paid Net cash used in financing activities Effect of exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2021 $ (1,288,203) 825,388 1,679 26,205 (11,016) 162,879 (1,839) (14,178) 34,115 402,473 108,620 (83) - (3,521) 163,650 (87,010) 1,607,362 - 235,400 (242,848) (49,145) 57,636 379,975 (406,196) 30,968 75,991 (104,878) (103,613) 183,733 57,023 376,182 (122) 376,060 (27,098) - 6,614 (439,994) 198,382 358,167 (545,548) 3,136 72,143 (3,889) (47,501) 1,643 253,832 (170,113) (2,297,495) 3,120,780 4,748,425 (7,486,342) 4,327 (33,767) 1,992,000 (166,607) (118,679) (37,119) 50,149 3,605,677 $ 3,655,826 |
2020 (6,139,015) 1,315,807 2,310 (14,875) 4,360 349,226 (13,165) (89,028) 10,826 3,517,700 (188,040) (80,408) 891,547 116,788 - 68,988 5,892,036 45,940 (401,747) 248,106 276,824 217,577 624,694 99,577 345,012 9,567 (78,459) 95,058 313,139 1,795,288 1,548,309 1,472 1,549,781 (48,840) 2,241,455 6,470 (872,430) 816,622 1,250,081 (25,940) 1,059,800 140,332 - (479,705) 6,136 159,138 4,253,119 (282,273) - 1,562,610 (7,960,609) 55,779 (25,666) - (335,865) (6,986,024) (53,809) (1,236,933) 4,842,610 3,605,677 |
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See accompanying notes to financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) UNITED RENEWABLE ENERGY CO., LTD.
Notes to the 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 “Company”) 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 Company’ 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 Company merged with former Gintech Energy Corporation (“ Gintech” ) and Solartech Energy Corporation (“Solartech”), with the Company as the sole surviving company. On March 31, 2019, the Company merged with former General Energy Solutions Inc. (GES), with the Company as the surviving company and GES as the dissolved entity.
(2) Approval date and procedures of the financial statements
The parent company only financial statements were approved and released by the Company’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 Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2021:
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●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
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●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from April 1, 2021:
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●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”
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(b) The impact of IFRS issued by the FSC but not yet effective
The Company 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 financial statements:
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●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
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●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
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●Annual Improvements to IFRS Standards 2018–2020
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●Amendments to IFRS 3 “Reference to the Conceptual Framework”
(Continued)
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UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- (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 Company, 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 Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
The Company 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 financial statements:
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●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
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●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
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●Amendments to IAS 1 “Disclosure of Accounting Policies”
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●Amendments to IAS 8 “Definition of Accounting Estimates”
(Continued)
10
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(4) Summary of significant accounting policies
The significant accounting policies presented in the parent company only financial statements are summarized as follows. The following accounting policies were applied consistently throughout the periods presented in the parent company only financial statements.
(a) Statement of compliance
The standalone financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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(b) Basis of preparation
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(i) Basis of measurement
Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:
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1) Financial instruments at fair value through profit or loss are measured at fair value;
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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 Company entity is determined based on the primary economic environment in which the entity operates. The parent company only financial statements are presented in New Taiwan Dollar (NTD), which is the Company’ s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(c) 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 using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
(Continued)
11
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(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 Company 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 Company 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.
- (d) 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.
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(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
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(ii) It is held primarily for the purpose of trading;
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(iii) It is expected to be realized within twelve months after the reporting period; or
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(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.
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:
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(i) It is expected to be settled in the normal operating cycle;
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(ii) It is held primarily for the purpose of trading;
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(iii) It is due to be settled within twelve months after the reporting period; or
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(iv) The Company 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.
(Continued)
12
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(e) 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 short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
(f) 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 Company 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; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company 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.
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:
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‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
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‧ 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.
(Continued)
13
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- 2) Fair value through other comprehensive income (FVOCI )
On initial recognition of an equity investment that is not held for trading, the Company 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 Company’s right to receive payment is established (Usually on the ex-dividend date).
- 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 Company 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 Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets).
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
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‧ debt securities that are determined to have low credit risk at the reporting date; and
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‧ 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.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
(Continued)
14
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
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 Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company 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 Company’ s historical experience and informed credit assessment as well as forwardlooking information.
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 Company in accordance with the contract and the cash flows that the Company 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 Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company 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 Company 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 Company’s procedures for recovery of amounts due.
5) Derecognition of financial assets
The Company 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 Company 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 Company 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.
(Continued)
15
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
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) 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.
- 5) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company 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.
- (iii) Derivative financial instruments and hedge accounting
The Company 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.
(Continued)
16
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(g) 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.
(h) Investment in associates
Associates are those entities in which the Company 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.
The parent company only financial statements include the Company’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 Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company 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 Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate. When the Company’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 Company has incurred legal or constructive obligations or made payments on behalf of the associate.
The Company 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 Company 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 Company 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 Company’ s ownership interest in an associate is reduced while it continues to apply the equity method, the Company 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.
(Continued)
17
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
When the Company 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 Company’s proportionate interest in the net assets of the associate. The Company 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 Company’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.
(i) Investment in subsidiaries
When preparing the parent company only financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries. In subsidiaries which are controlled by the Company is accounted for preparing the consolidated statement by each period.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control of a subsidiary are equity transactions with owners.
(j) 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.
(k) 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.
(Continued)
18
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (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 Company.
- (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:
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1) Buildings: 15~21 years
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2) Machinery and equipment: 4~11 years
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3) Other equipment: 3~11 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.
(l) Leases
At inception of a contract, the Company 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 Company 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)
19
UNITED RENEWABLE ENERGY CO., LTD. Notes to the 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 Company’s incremental borrowing rate. Generally, the Company 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;
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- 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
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- there is a change in the Company’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
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- 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 Company 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 Company 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 Company has selected not to recognize right-of-use assets and lease liabilities for shortterm leases of other equipment and leases of low value lease object. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(Continued)
20
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ii) As a leasor
When the Company 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 Company 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 Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company 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 Company 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 Company applies IFRS15 to allocate the consideration in the contract.
(m) 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 Company 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.
The estimated useful lives for current and comparative periods are 1~4 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(Continued)
21
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(n) Impairment of non-financial assets
At each reporting date, the Company 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.
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.
(o) Provisions
A provision is recognized if, as a result of a past event, the Company 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.
(p) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company 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 Company’s main types of revenue are explained below:
(i) Sale of goods
The Company engages in the manufacturing of solar cells and modules as well as in the development and sale of solar plant. The Company 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 Company provides a standard warranty for sale of goods and bears the obligation to refund defects, in which the Company 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.
(Continued)
22
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ii) 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 Company 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 Company 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 Company cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Company 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.
- (iii) Power electric revenue
The Company recognized its power electric revenue based on the actual electric units and electric rate.
(iv) Financing components
The Company 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 Company does not adjust any of the transaction prices for the time value of money.
(q) 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.
(Continued)
23
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(r) 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.
(s) 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.
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:
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(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 Company 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.
(Continued)
24
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company 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.
(t) Earnings per share
The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company 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 Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation.
(u) Operating segments
An operating segment is a component of the Company 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 Company). Operating results of the operating segment are regularly reviewed by the Company’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.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The management, when preparing the standalone financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, must make judgments, estimates and assumptions which will affect the adopted accounting policies and the assets, liabilities, revenues and expense amounts. The actual results could differ from those estimates.
The management continues to review the estimates and underlying assumptions, and changes in accounting estimates are recognized in the period in the period of change and affected future period.
(Continued)
25
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
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:
-
(a) For the judgment regarding significant influence of investees, please refer to the consolidated financial report 2021.
-
(b) Judgment of whether the Group has substantive control over its investees:
The Group is not the single largest shareholder of the investee 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 only has significant influence on 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) Impairment assessment of non-financial asset
In the process of evaluating the potential impairment of assets, the Company 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 Company’ s accounting policies and disclosure has adopted the fair value to measure its financial, non-financial assets and liabilities. The company has established relevant internal control systems for fair value measurement, including assigning personnel to review significant fair value measurements (including third-level fair value), and regularly review significant unobservable input values and adjustments.
The Company 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 I: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
-
(b) Level II: 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 III: 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(aa) for assumptions used in measuring fair value.
(Continued)
26
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(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 $ 3,651,884 3,942 $ 3,655,826 |
December 31, 2020 |
|---|---|---|
| 3,599,508 6,169 |
||
| 3,605,677 |
Please refer to note 6(aa) for the interest rate risk, and the fair value sensitivity analysis of the financial assets and liabilities of the Company.
(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 contract 2,941 Embedded derivatives - call 6,900 Total $ 14,284 Current $ 7,384 Non-current 6,900 Total $ 14,284 Financial liabilities designated at fair value through profit or loss: Derivatives not used for hedging Forward exchange contracts $ - |
December 31, 2020 |
|---|---|
| 2,714 - - |
|
| 2,714 | |
| 2,714 - |
|
| 2,714 | |
| 5,437 |
(i) The Company 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)
27
UNITED RENEWABLE ENERGY CO., LTD. Notes to the 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 NTD/USD EUR/USD USD/NTD EUR/USD |
Maturity Date Contract Amount (in Thousands) January 10, 2022~ 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 |
|---|---|---|
(ii) Financial instruments revalued at fair value through profit and loss were as follows:
| For the years ended | For the years ended | ||||
|---|---|---|---|---|---|
| December 31, | |||||
| 2021 | 2020 | ||||
| Revaluation of derivatives listed in profit and loss | $ | 16,959 | 37,967 | ||
| (c) | Financial assets at fair value through other comprehensive | income | |||
| December 31, | December 31, | ||||
| 2021 | 2020 | ||||
| Equity instrument measured at fair value through other | |||||
| comprehensive income: | |||||
| Domestic investments | |||||
| Listed ordinary shares | $ | 389,616 | 328,498 | ||
| Unlisted ordinary shares | 47,699 | 20,601 | |||
| Overseas investments - unlisted ordinary shares | 8,188 | 15,292 | |||
| Total | $ | 445,503 | 364,391 | ||
| Current | $ | 111,712 | 114,715 | ||
| Non-current | 333,791 | 249,676 | |||
| Total | $ | 445,503 | 364,391 |
-
(i) The Company’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) The Company recognized dividend income of $14,178 thousand and $89,028 thousand for the years ended December 31, 2021 and 2020, respectively, from the financial assets designated at fair value through other comprehensive income.
(Continued)
28
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
-
(iv) The Company sold its subsidiary Apex corporation in the second quarter of 2021 due to a change in strategic layout. The cumulative appraisal loss of financial assets held by Apex corporation, measured at fair value through other consolidated profit and loss, was 172,902 thousand, which was transferred from other interests to retained earnings; The Company sold some of the financial assets measured at fair value through other consolidated profit and loss in 2020, resulting in the disposal price of $2,241,455 thousand and the accumulated disposal benefit amounting to $534,159 thousand. Therefore, the accumulated disposal benefit has been transferred from other interests to retained earnings.
-
(v) For credit risk and market risk, please refer to note 6(aa).
-
(vi) The Financial assets of the Company 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 Company 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 Company 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 Company 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 Company 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 Company recognized the interest receivable mentioned above as expected losses $29,176 thousand in the fourth quarter of 2021, classified as the 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 $ 1,766,758 400,867 (201,890) $ 1,965,735 |
December 31, 2020 |
|---|---|---|
| 2,148,390 155,977 (333,011) |
||
| 1,971,356 |
(Continued)
29
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- (i) The Company 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 provision 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 Signs of Counterparty Default 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 Signs of Counterparty Default Total |
December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 1,660,802 0%~0.18% 249,934 0%~0.98% 5,619 0%~2.43% - 0%~6.42% - 0%~11.16% - 0%~25.58% - 0%~56.16% 54,981 0%~100% 196,289 100% $ 2,167,625 December 31, 2020 |
Loss allowance provision |
||
| 2,022 516 131 - - - - 2,932 196,289 |
|||
| 201,890 | |||
| 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% 100% |
Loss allowance provision |
||
| 825 653 1,132 354 - - 1,092 3,529 325,426 |
|||
| 333,011 |
(Continued)
30
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- (ii) The movement in the allowance for notes and trade receivables were as follows:
| Balance at January 1 Impairment loss reversed Amounts written off Balance at December 31 |
For the years ended December 31, 2021 2020 $ 333,011 347,886 (2,971) (14,875) (128,150) - $ 201,890 333,011 |
For the years ended December 31, 2021 2020 $ 333,011 347,886 (2,971) (14,875) (128,150) - $ 201,890 333,011 |
|---|---|---|
| 2021 $ 333,011 (2,971) (128,150) $ 201,890 |
||
| 347,886 (14,875) - |
||
| 333,011 |
-
(iii) The aforementioned notes and accounts receivables of the Company had not been pledged as collateral.
-
(f) Inventories
| Finished goods and products Raw materials Construction in progress Work in progress |
December 31, 2021 $ 318,859 716,275 38,836 137,477 $ 1,211,447 |
December 31, 2020 1,047,163 314,691 72,008 53,179 1,487,041 |
|---|---|---|
-
(i) The construction in progress listed above is the construction cost incurred to build the power plant that the Company 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 $ 11,598,316 187,093 (103,739) (122,689) $ 11,558,981 |
2020 | |
| 10,052,628 592,419 94,959 288,552 |
||
| 11,028,558 |
(iii) The inventories of the Company had not been pledged as collateral.
(Continued)
31
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(g) Investments accounted for using the equity method
| Subsidiaries Credit balance of investments accounted for using equity method Associates |
December 31, 2021 $ 2,456,876 995,054 3,451,930 208,145 $ 3,660,075 |
December 31, 2020 |
|---|---|---|
| 3,369,034 1,279,873 |
||
| 4,648,907 170,133 |
||
| 4,819,040 |
-
(i) Please refer to note 13(b) for list of investments, percentage of ownership and main activities.
-
(ii) Subsidiaries
Please refer to the 2021 annual consolidated financial statements for other related information.
(iii) Associates
-
1) The Company 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.
-
2) The Company’ s financial information on investments in individually insignificant associates accounted for using equity method at the reporting date was as follows. This financial information was included in the parent company only financial statements:
| Carrying amount of individually insignificant associates’ equity Attributable to the Company Net income (loss) Other comprehensive income (loss) Comprehensive income (loss) |
December 31, 2021 December 31, 2020 $ 208,145 170,133 For the years ended December 31, 2021 2020 $ (15,678) 6,457 (9,630) (9,699) $ (25,308) (3,242) |
December 31, 2021 December 31, 2020 $ 208,145 170,133 For the years ended December 31, 2021 2020 $ (15,678) 6,457 (9,630) (9,699) $ (25,308) (3,242) |
December 31, 2021 December 31, 2020 $ 208,145 170,133 For the years ended December 31, 2021 2020 $ (15,678) 6,457 (9,630) (9,699) $ (25,308) (3,242) |
|---|---|---|---|
| 2021 | 2020 6,457 (9,699) (3,242) |
||
| $ (15,678) (9,630) $ (25,308) |
- (iv) The Investment by equity method of the Company had not been pledged as collateral.
(Continued)
32
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(h) Loss of control over a subsidiary
The company disposed of all shares of its subsidiary In 2021, Apex company, and lost control of it, with a total disposal price of $198,282 thousand and disposal benefits of $83 thousand, which have been included in other benefits and losses in the income statement. This is not the case in 2020.
The book amounts of assets and liabilities of Apex Company as of the disposal date are as follows:
Other current asset Financial assets at fair value through other comprehensive income-non-current Property, plant and equipment Other assets Long-term borrowings Current liabilities Carrying amount of subsidiary’s net assets |
For the years ended December 31, 2021 $ 44,053 27,098 249,803 80,538 (158,221) (45,072) $ 198,199 |
|---|---|
(i) Property, plant and equipment
The movements of cost, depreciation and impairment loss of the property, plant and equipment of the Company were as follows:
| Cost: Balance on January 1, 2021 Additions Disposoals Reclassification Reclassification to lease property Balance on December 31, 2021 Balance on January 1, 2020 Additions Disposoals Reclassification Reclassification to investment property Reclassification to lease property Balance on December 31, 2020 |
Land $ 689,296 - - - - $ 689,296 $ 1,436,596 - - - (747,300) - $ 689,296 |
Buildings 3,386,386 - (979) 12,930 - 3,398,337 7,148,288 - (1,251,583) - (2,510,319) - 3,386,386 |
Machinery and equipment 16,140,596 - (828,273) 213,074 (2,826) 15,522,571 17,538,460 - (1,381,636) 90,734 - (106,962) 16,140,596 |
Other equipment 462,960 - (56,512) 171,951 - 578,399 525,566 - (47,530) 9,851 - (24,927) 462,960 |
Equipment to be inspected and construction in progress 16,878 661,765 - (402,511) - 276,132 92,104 26,900 - (102,126) - - 16,878 |
Total 20,696,116 661,765 (885,764) (4,556) (2,826) 20,464,735 26,741,014 26,900 (2,680,749) (1,541) (3,257,619) (131,889) 20,696,116 |
|---|---|---|---|---|---|---|
(Continued)
33
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
| Accumulated depreciation Balance on January 1, 2021 Additions Disposoals Reclassify to lease property Balance on December 31, 2021 Balance on January 1, 2020 Additions Impairment loss Disposoals Reclassify to investment property Reclassify to lease property Balance on December 31, 2020 Carrying amounts: Balance on December 31, 2021 Balance on January 1, 2020 Balance on December 31, 2020 |
Land $ - - - - $ - $ - - - - - - $ - $ 689,296 $ 1,436,596 $ 689,296 |
Buildings 1,252,009 158,450 (979) - 1,409,480 1,888,036 288,252 124,199 (462,203) (586,275) - 1,252,009 1,988,857 5,260,252 2,134,377 |
Machinery and equipment 14,588,442 515,062 (721,422) (2,826) 14,379,256 14,260,151 975,699 755,340 (1,295,786) - (106,962) 14,588,442 1,143,315 3,278,309 1,552,154 |
Other equipment 416,431 22,575 (51,607) - 387,399 441,673 33,421 12,008 (45,744) - (24,927) 416,431 191,000 83,893 46,529 |
Equipment to be inspected and construction in progress - - - - - - - - - - - - 276,132 92,104 16,878 |
Total 16,256,882 696,087 (774,008) (2,826) 16,176,135 16,589,860 1,297,372 891,547 (1,803,733) (586,275) (131,889) 16,256,882 4,288,600 10,151,154 4,439,234 |
|---|---|---|---|---|---|---|
-
1) The Company sold the building to non-related parties in September, 2020 with the considerations of $1,038,306 thousand, the gain of disposal was $248,926 thousand. Besides, it should repay the bank mortgage in priority when received the payment. There were no such incidents during 2021.
-
2) Impairment loss
Due to the transformation of busine strategy, the Company considered that some of the equipment are insufficient which may not be recovered the future economic benefit. Therefore, the Company recognized as impairment loss in 2020 were $891,547 thousand, which was were included in other income and expenses of the statement of comprehensive income. There were no such incidents during 2021.
3) Collateral
Property, plant and equipment were pledged as collateral for long term borrowings and short term borrowings. Please refer to note 8.
4) Reclassify to investment property
During 2020, some building was transferred to investment property, because it were no longer used by the Company 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(k). There were no such incidents during 2021.
(Continued)
34
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(j) Right-of-use assets
| Cost: Balance at January 1, 2021 Additions Deductions Balance at December 31, 2021 Balance at January 1, 2020 Additions Deductions Reclassification to investment property Balance at December 31, 2020 Accumulated depreciation and impairment losses: Balance at January 1, 2021 Additions Deductions Balance at December 31, 2021 Balance at January 1, 2020 Additions Deductions Reclassification to investment property Balance at December 31, 2020 Carrying amount: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 |
Land $ 196,488 - (281) $ 196,207 $ 393,439 1,134 (122,792) (75,293) $ 196,488 $ 12,761 6,384 (213) $ 18,932 $ 12,185 11,972 (6,018) (5,378) $ 12,761 $ 177,275 $ 381,254 $ 183,727 |
Building 5,376 31,836 - 37,212 10,737 - (5,361) - 5,376 2,963 15,214 - 18,177 6,675 1,485 (5,197) - 2,963 19,035 4,062 2,413 |
Machinery and equipment 587 2,276 - 2,863 587 - - - 587 522 369 - 891 261 261 - - 522 1,972 326 65 |
Other equipment 9,363 528 - 9,891 11,750 5,239 (7,626) - 9,363 3,241 3,296 - 6,537 5,548 4,717 (7,024) - 3,241 3,354 6,202 6,122 |
Total 211,814 34,640 (281) 246,173 416,513 6,373 (135,779) (75,293) 211,814 19,487 25,263 (213) 44,537 24,669 18,435 (18,239) (5,378) 19,487 201,636 391,844 192,327 |
|---|---|---|---|---|---|
(k) Investment property
The investment property includes the property owned by the Company. The irrevocable period of leasing the investment property is 3~10 years, parts of contracts stipulate that the lessee has options to extend the period upon expiration.
(Continued)
35
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
The details of investment property are as follows:
| Cost or deemed cost: Balance at January 1, 2021 (i.e., ending balance) Balance at January 1, 2020 Reclassification from property, plant and equipment Reclassification from right-of-use assets Balance at December 31, 2020 Accumulated depreciation and impairment loss: Balance at January 1, 2021 Depreciation for the year Balance at December 31, 2021 Balance at January 1, 2020 Reclassification from property, plant and equipment Reclassification from right-of-use assets Balance at January 1, 2020 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 2,510,319 $ - - 747,300 2,510,319 - - $ 747,300 2,510,319 $ - 586,275 - 101,349 $ - 687,624 $ - - - 586,275 - - $ - 586,275 $ 747,300 1,822,695 $ 747,300 1,924,044 |
Right-of-use asset Land Total 75,293 3,332,912 - - - 3,257,619 75,293 75,293 75,293 2,585,612 5,378 591,653 2,689 104,038 8,067 695,691 - - - 586,275 5,378 5,378 5,378 591,653 67,226 2,637,221 69,915 2,741,259 $ 3,158,358 $ 3,223,643 |
Total |
|---|---|---|---|
| Land $ 747,300 $ - 747,300 - $ 747,300 $ - - $ - $ - - - $ - $ 747,300 $ 747,300 |
|||
| 3,332,912 | |||
| - 3,257,619 75,293 |
|||
| 2,585,612 | |||
| 591,653 104,038 |
|||
| 695,691 | |||
| - 586,275 5,378 |
|||
| 591,653 | |||
| 2,637,221 | |||
| 2,741,259 |
Since the investment property listed above lacks comparable market information, its fair value is 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 fair value 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(p) for other related information.
At December 31, 2021 and 2020, the investment property had been pledged as collateral for longterm borrowings, please refer to note 8.
(Continued)
36
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(l) Intangible assets
The cost, amortization and impairment of the intangible assets of the Company for the years ended December 31, 2021 and 2020, were as follows:
| Cost: Balance at January 1, 2021 Additions Balance at December 31, 2021 Balance at December 31, 2020 (i.e., opening balance) Accumulated amortization and impairment losses: Balance at January 1, 2021 Amortization Balance at December 31, 2021 Balance at January 1, 2020 Amortization Balance at December 31, 2020 Carrying value: Balance at December 31, 2021 Balance at January 1, 2020 Balance at December 31, 2020 |
Computer software cost |
|---|---|
| $ 9,243 3,889 $ 13,132 $ 9,243 $ 7,319 1,679 $ 8,998 $ 5,009 2,310 $ 7,319 $ 4,134 $ 4,234 $ 1,924 |
The intangible assets of the Company had not been pledged as collateral.
(m) Short-term borrowings
| Secured bank loans Unsecured bank loans Total Unused credit lines Range of interest rates |
December 31, 2021 $ - - $ - $ 4,149,601 - |
December 31, 2020 |
|---|---|---|
| 93,837 2,226,165 |
||
| 2,320,002 | ||
| 2,179,456 | ||
| 0.95%~1.86% |
For the collateral for borrowings, please refer to note 8.
(Continued)
37
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(n) Long-term liabilities
- (i) Long-term borrowings
| Secured bank loans 10.13 billion syndicated loan from First Bank KGI Bank loan 6 billion syndicated loan from First Bank Unsecured bank loans King’s Town Bank loan 0.5 billion syndicated loan from First Bank Inventories repurchase financing loans Less: Current portion Total Unused credit lines Range of interest rates |
December 31, 2021 $ - - 2,657,486 - - - 2,657,486 - $ 2,657,486 $ - 2.53% |
December 31, 2020 4,562,171 250,000 - 430,587 112,500 69,069 5,424,327 (2,335,756) 3,088,571 1,276,100 1.74%~5.34% |
|---|---|---|
-
1) The long term loan contracts listed above will expire in July 2024.
-
2) The related restrictions are as follows:
The company entered into $6 billion sundication loans with First bank. According to the terms and conditions on the contract, it requires the Company 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 branch of contract was committed. Instead, the Company will only have to pay the 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.
The company 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 company to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during credit period, the two loan syndication in $10.13 billion and $0.5 billion are already repaied in the third quarter in 2021.
(Continued)
38
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
3) Other loan agreements
The Company entered long term borrowings contracts with non-financial institutions. Notes payable were used by the Company to repay the outstanding principal amount, including interest, in equal installments. As of December 31, 2020, the amount of outstanding nots payable are 70,156 thousand. There were no such incidents during 2021.
(ii) For the collateral for borrowings, please refer to note 8.
(o) Bonds payable
Information about the Company's issuance of secured convertible bonds is as follows:
| December 31, | |||
|---|---|---|---|
| 2021 | |||
| Issuance amount | $ | 3,000,000 | |
| Unamortized discount | (47,550) | ||
| Ending balance of bonds payable | $ | 2,952,450 | |
| Embedded derivative component-redemption rights (recorded as financial | assets | $ | 6,900 |
| at fair value through profit or loss - non-current) | |||
| Equity component-conversion right (recorded as capital surplus) | $ | 177,366 | |
| For the year ended | |||
| December 31, | |||
| 2021 | |||
| Embedded derivative component-revaluation profit (loss) on redemption | |||
| rights (recorded as other gains and losses) | $ | 909 | |
| Interest expense | $ | 3,045 |
The issuance information on the secured convertible bonds was as follows:
| Issuance amount Issuance date Issuance price Coupon rate Issuance period Trustee bank Guarantee agencies Redemption rights Put option |
3rd domestic secured convertible bonds |
|---|---|
| $3,000,000 thousand 2021.10.25 At 104.18% of par value 0% 2021.10.25~2024.10.25 Bank SinoPac FIRST BANK and others 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. None |
(Continued)
39
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
3rd domestic secured convertible bonds
Conversion period of convertible bonds
Conversion price
Each holder of the bonds will have the right at any time during the period 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.
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.
(p) Lease liabilities
Carrying amount of the lease liabilities of the Company were as follows:
| Current Non-current |
December 31, 2021 $ 26,780 $ 252,628 |
December 31, 2020 10,610 |
|---|---|---|
| 258,841 |
For the maturity analysis, please refer to note 6(aa) 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 | $ | 9,157 | 12,506 |
| Variable lease payments not included in the measurement of lease | $ | 4,812 | 3,787 |
| liabilities | |||
| Expenses relating to short-term leases | $ | 23,795 | 13,700 |
| Expenses relating to leases of low-value assets, excluding short- | |||
| term leases of low-value assets | $ | 137 | 39 |
The amounts recognized in the statement of cash flows for the Company was as follows:
| Total cash outflow for leases | For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2021 $ 62,511 |
2020 | |
| 43,192 |
(Continued)
40
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(q) Provisions
| Balance at January 1, 2021 Provisions made during the year Provisions reversed during the year Balance at December 31, 2021 Balance at January 1, 2020 Provisions made during the year Provisions reversed during the year Balance at December 31, 2020 |
Warranties $ 87,946 23,801 (19,675) $ 92,072 $ 168,804 16,447 (97,305) $ 87,946 |
Onerous contract 175,916 31 (111,310) 64,637 - 175,916 - 175,916 |
Site restoration - 3,540 - 3,540 - - - - |
Total 263,862 27,372 (130,985) 160,249 168,804 192,363 (97,305) 263,862 |
|---|---|---|---|---|
-
(i) The Company’s 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 Company’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 Company purchases material at a fixed price and deducts the advance payment. In response to fluctuations in the spot market price, the Company has recognized the relevant liabilities.
-
(iii) The Company’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.
(r) Operating lease
The Company leases out its investment property and other assets. The Company 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:
| Less than one year One to five years More than five years Total undiscounted lease payments |
December 31, 2021 $ 286,919 432,043 12,480 $ 731,442 |
December 31, 2020 |
|---|---|---|
| 242,060 676,275 14,363 |
||
| 932,698 |
(Continued)
41
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
Rental income generated from investment properties in 2021 and 2020 (relating expenses are already deducted), please refer to Note 6(z).
(s) Employee benefits
The Company 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 pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $49,618 thousand and $49,709 thousand for the years ended December 31, 2021 and 2020, respectively.
(t) Income Taxes
- (i) The components of income tax in the years 2021 and 2020 were as follows:
| The components of income tax in the years 2021 and 2020 w |
ere as follows: | ere as follows: |
|---|---|---|
| Income tax expense | For the years ended December 31, 2021 2020 $ - - |
|
| 2021 $ - |
||
| - |
-
(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 Tax effect of permanent differences Change in unrecognized deferred tax asset Total |
For the years ended December 31, 2021 2020 $ (1,288,203) (6,139,015) $ (257,641) 1,227,803 (75,657) (247,530) 333,298 (980,273) $ - - |
|---|---|
| 2021 $ (1,288,203) $ (257,641) (75,657) 333,298 $ - |
(Continued)
42
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(iv) Deferred tax assets and liabilities
- 1) Unrecognized deferred tax assets
Deferred tax assets and liabilities have not been recognized in respect of the following items:
| items: | ||
|---|---|---|
| Deferred tax assets Tax losses Tax effect of deductible Temporary Differences |
December 31, 2021 $ 2,321,642 2,061,355 $ 4,382,997 |
December 31, 2020 |
| 1,982,895 2,070,789 |
||
| 4,053,684 |
- A. Tax loss refers to the loss of the 10 years prior to verification by the tax collection authority, which is deducted from the net profit of the current year and then certified as income tax. As of December 31, 2021, the company has recognized and not yet recognized tax losses on deferred income tax assets for the following periods of deduction:
| Loss before | The last year for which | |||
|---|---|---|---|---|
| The annual loss | deduction | deduction may be made | ||
| 2012 | (Approved) | $ | 824,497 | 2022 |
| 2013 | (Approved) | 43,169 | 2023 | |
| 2014 | (Approved) | 7,397 | 2024 | |
| 2015 | (Approved) | 255,771 | 2025 | |
| 2016 | (Approved) | 1,230,640 | 2026 | |
| 2017 | (Approved) | 1,973,963 | 2027 | |
| 2018 | (Approved) | 2,943,320 | 2028 | |
| 2019 | (Approved) | 2,890,596 | 2029 | |
| 2020 | (Filed) | 2,522,079 | 2030 | |
| 2021 | (Estimation) | 2,027,027 | 2031 |
The Company have not recognized any deferred tax liabilities in December 31, 2021 and 2020.
(Continued)
43
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
2) Recognized deferred tax assets
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 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 The Company’ s tax returns for the Bureau. al and other equity Ordinary shares Authorized share capital Issued share capital Total shares issued |
Depreciation of property, plant and equipment $ - - $ - 4,341 (4,341) $ - Unrealized exchange gain or loss $ - - $ - - - $ - years through |
Allowance for inventory valuation loss Loss carry forwards and others Total - 622,822 622,822 - (772) (772) - 622,050 622,050 1,161 615,585 621,087 (1,161) 7,237 1,735 - 622,822 622,822 Unrealized gains on financial instruments at fair value through profit or loss Other Total 34,285 10,276 44,561 2,203 (2,975) (772) 36,488 7,301 43,789 35,156 7,670 42,826 (871) 2,606 1,735 34,285 10,276 44,561 2019 were assessed by the National Tax December 31, 2021 December 31, 2020 $ 36,000,000 36,000,000 $ 16,278,140 26,650,863 $ 1,627,814 2,665,086 |
|---|---|---|
(v) The Company’ s tax returns for the years through 2019 were assessed by the National Tax Bureau.
(u) Capital and other equity
(i) Ordinary shares
Of the Company’ 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.
(Continued)
44
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
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 promium of $16.6. The Company has received the approval from the Financial Supervisory Commission for its capital increase on Spetember 22, 2021, with October 17, 2021 as the base date.
To meet the strategy of the Company, 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 Company’s capital amounted to $36,000,000 thousand, with 3,600,000 thousand ordinary shares, at a par value of $10 per share.
(ii) Capital surplus
The Company' s capital surplus includes share premium, Conversion of convertible bonds, 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 Company 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 Company’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.
In accordance with the Company 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 Company Law in the form of cash, which is reported to the meeting of shareholders.
The Articles of Incorporation of the Company 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 Company has accumulated deficit and the Company’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 Company acquired treasury shares as result of merging Gintech Energy on October 1, 2018. Related information were as follows:
(Continued)
45
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
| 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 Company 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.
(v) Share-based payment
As of December 31,2021 and 2020, the Company's restricted share plan for employees are as follow:
(i) Restricted employee shares
| Restricted share plan for employees | Restricted share plan for employees | Restricted share plan for employees | |
|---|---|---|---|
| Issued by the original | |||
| Issued in 2020 | Issued in 2019 | Solartech Energy | |
| Grant date | August 11, 2020 | November 11, 2020 | October 1, 2018 |
| Number of shares granted | 795 | 2,205 | 4,896 |
| (in thousand shares) | |||
| Contract term | 2 years | 2 years | 2 years |
| Recipients | Employees of the Company | Employees of the Company | Employees of former |
| Solartech Energy | |||
| Vested conditions | Still in service two years | Still in service two years | Still in service three years |
| after the grant date | after the grant date | after the grant date | |
| Other conditions | The Company will reduce | The Company will reduce | Taken on by the Group after |
| capital and adjust the | capital and adjust the | the merging, with the | |
| number of unowned shares | number of unowned shares | outstanding amount of shares | |
| adjusted according to the | |||
| exchange ratio on the merge | |||
| date |
Relevant information of the new restricted employee shares of the Company is as follows:
Expressed in Thousands of shares
| Outstanding at 1 January (number) Issued during the year (number) Vested during the year (number) Reduction during the year (number) Forfeited during the year (number) Outstanding at 31 December (number) |
For the years ended December 31, 2021 2020 1,486 3,212 - 795 (568) (1,475) (615) - (155) (1,046) 148 1,486 |
|
|---|---|---|
| 2021 1,486 - (568) (615) (155) 148 |
||
(Continued)
46
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ii) Information for the cost of share-based payment
| For the years | ended | |||
|---|---|---|---|---|
| December | 31, | |||
| 2021 | 2020 | |||
| Wages | expense | $ | 5,283 | 10,826 |
(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 Company in 2021 were 28,832 thousand.
- (w) Loss per share
Calculations on loss per share of the Company were as follow:
| 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.
-
(x) Revenue from contracts with customers
-
(i) Disaggregation of revenue:
| Primary geographical markets Solar energy product Other |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2021 $ 11,376,070 651,642 $ 12,027,712 |
2020 | |
| 10,018,323 698,575 |
||
| 10,716,898 |
(Continued)
47
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ii) Contract balance
| Notes and accounts receivable Contract assets Construction contract Less: allowance for impairment Contract liabilities Sales of products Construction contract |
December 31, 2021 $ 1,965,735 $ - - $ - $ 335,335 2,632 $ 337,967 |
December 31, 2020 1,971,356 - - - 261,976 - 261,976 |
January 1, 2019 |
|---|---|---|---|
| 1,852,814 | |||
| 45,940 - |
|||
| 45,940 | |||
| 252,409 - |
|||
| 252,409 |
-
1) For details on trade receivables and allowance for impairment, please refer to note 6(e).
-
2) The beginning balance of contract liabilities recognized as revenue for the years ended December 31, 2021 and 2020 were $192,892 thousand and $186,838 thousand respectively.
(y) Employee compensation and directors’ remuneration
According to the Articles of Association, once the Company 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 Company has accumulated deficits, the profit should be reserved to offset the deficit.
The receipients 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 years ended December 31, 2021 and 2020, the Company didn’t estimate its employees’, directors’ and supervisors’ remuneration.
-
(z) Non-operating Income and Expenses
-
(i) Other income
| Lease income Service income Dividend income Other income |
For the years ended December 31, 2021 2020 $ 192,849 90,834 47,058 57,220 14,178 89,028 29,990 74,622 $ 284,075 311,704 |
For the years ended December 31, 2021 2020 $ 192,849 90,834 47,058 57,220 14,178 89,028 29,990 74,622 $ 284,075 311,704 |
|---|---|---|
| 2020 | ||
| 90,834 57,220 89,028 74,622 |
||
| 311,704 |
(Continued)
48
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ii) Other gains and losses
| Impairment loss on financial assets Expected credit losses Gain (Loss) on foreign currency exchange Gain (Loss) on disposals of investments Contract compensation losses Other |
For the years ended December 31, 2021 2020 $ (163,650) - (29,176) - 12,171 (12,952) 83 80,408 (25,000) (385,438) (122,332) 160,390 $ (327,904) (157,592) |
|---|---|
| 2021 $ (163,650) (29,176) 12,171 83 (25,000) (122,332) $ (327,904) |
The Company failed to fulfill the procurement contract obligations with Supplier K. Therefore, Supplier K filed a lawsuit against the Company in the Hsin Chu District Court, requesting for the compensation of $500,000 thousand. On October 13, 2017, the Hsin Chu District Court ruled in favor of Supplier K, wherein the Company has to pay for the damages caused to Supplier K with interest.The Company 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 Company, in which the Company disagreed with this decision. Hence, the Company filed an appeal, wherein the case is still in progress. In order to protect the legal rights and interests of the Company, a lawyer has been appointed to settle the case. In addition, the Company has evaluated and recognized all the possible losses in 2021 and 2020.
(aa) 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 Company 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 Company’s accounts receivable and other receivables are all with low risk on the reporting date. Therefore, the Company measures the allowance for impairment based on the 12 months expected credit loss. Please refer to note 6(e) for relevant credit risk information.
(Continued)
49
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(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 Lease liabilities Non-interest bearing liabilities Derivative financial liabilities Inflow Outflow December 31, 2020 Non-derivative financial liabilities Bank borrowings Lease liabilites Non-interest bearing liabilities Derivative financial liabilities Inflow Outflow |
Contractual cash flows $ 2,810,974 416,731 2,696,630 (1,149,027) 1,141,643 $ 5,916,951 $ 7,860,186 415,011 2,562,243 (798,127) 800,849 $10,840,162 |
Within 1 year 68,210 35,361 2,696,630 (1,149,027) 1,141,643 2,792,817 4,756,276 19,211 2,562,243 (798,127) 800,849 7,340,452 |
1-2 years 658,098 16,579 - - - 674,677 3,103,910 17,616 - - - 3,121,526 |
2-3 years 2,084,666 14,562 - - - 2,099,228 - 14,582 - - - 14,582 |
Over 3 years |
|---|---|---|---|---|---|
| - 350,229 - - - |
|||||
| 350,229 | |||||
| - 363,602 - - - |
|||||
| 363,602 |
The Company 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 Company’s significant exposure to foreign currency risk was as follows:
| Financial assets Monetary items USD EUR GBP |
December 31, 2021 Foreign currency (in thousands) Exchange rate NTD $ 101,623 27.6700 2,811,908 4,753 31.3700 149,102 268 37.3300 10,004 |
December 31, 2021 Foreign currency (in thousands) Exchange rate NTD $ 101,623 27.6700 2,811,908 4,753 31.3700 149,102 268 37.3300 10,004 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
| Foreign currency (in thousands) $ 101,623 4,753 268 |
Exchange rate 27.6700 31.3700 37.3300 |
Foreign currency (in thousands) 129,154 8,850 2,001 |
Exchange rate NTD 28.0950 3,628,582 34.5400 305,679 38.2700 76,578 |
(Continued)
50
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
| Non-Monetary items USD USD GBP MYR Financial liabilities Monetary items USD EUR JPY |
December 31, 2021 Foreign currency (in thousands) Exchange rate NTD 107,289 27.6700 2,968,680 296 27.6700 8,188 2,546 37.3300 95,029 10,580 6.3630 67,322 55,958 27.6700 1,548,358 743 31.3700 23,308 - 0.2406 - |
December 31, 2021 Foreign currency (in thousands) Exchange rate NTD 107,289 27.6700 2,968,680 296 27.6700 8,188 2,546 37.3300 95,029 10,580 6.3630 67,322 55,958 27.6700 1,548,358 743 31.3700 23,308 - 0.2406 - |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
| Foreign currency (in thousands) 107,289 296 2,546 10,580 55,958 743 - |
Exchange rate 27.6700 27.6700 37.3300 6.3630 27.6700 31.3700 0.2406 |
Foreign currency (in thousands) 135,240 544 4,126 10,870 132,810 1,448 102,113 |
Exchange rate NTD 28.0950 3,799,578 28.0950 15,292 38.2700 157,915 6.7015 72,842 28.0950 3,731,297 34.5400 50,014 0.2724 27,816 |
The Company’ 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 Taiwan Dollars would have decrease or increase the net profit (loss) before tax for the years ended 2021 and 2020 by $13,993 thousand and $1,347 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 Company 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 2021 and 2020, foreign exchange gain (loss) (including realized and unrealized portions), please refer to note 6(z).
2) Interest rate risk
Please refer to the notes on liquidity risk management and interest rate exposure of the Company’s financial assets and liabilities.
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 Company management’s assessment of the reasonably possible interest rate change.
If the interest rate had increased / decreased by 0.25%, the Company’s net income would have increased / decreased by $3,113 thousand and decreased / increased by $3,154 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 Company’s variable interest rate deposit and loans.
(Continued)
51
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
In addition, the Company’ 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 Company’ 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 follow:
| Prices of securities at the reporting date Increasing 5% Decreasing 5% |
For the years ended December 31, 2021 2020 $ 19,481 16,425 $ (19,481) (16,425) |
|---|---|
| 2021 $ 19,481 $ (19,481) |
-
4) Fair value of financial instruments
-
a) Fair value hierarchy
The Company’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:
| 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 |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 14,284 $ 389,616 55,887 $ 445,503 |
Fair Value | ||||
| Level 1 - 167,366 - 167,366 |
Level 2 7,384 222,250 - 222,250 |
Level 3 6,900 - 55,887 55,887 |
Total 14,284 |
||
| 389,616 55,887 |
|||||
| 445,503 |
(Continued)
52
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
| Financial assets measured at amortized cost Cash and cash equivalent Accounts receivable (including related parties) Other receivables (including related parties) Other financial assets Refundable deposits Other non-current assets Financial liabilities at fair value through profit and loss Financial liabilities measured at amortized cost Bonds payable Long-term and short-term borrowings Accounts payable (including related parties) Lease liabilities Other financial liabilities |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 3,655,826 1,965,735 2,370,021 873,956 634,844 202,244 $ 9,702,626 $ 2,952,450 2,657,486 1,213,549 279,408 1,483,081 $ 8,585,974 |
Fair Value | ||||
| Level 1 Level 2 Level 3 December 31, 2020 |
Total | ||||
| Fair Value | |||||
| Level 1 - 169,038 - 169,038 |
Level 2 2,714 159,460 - 159,460 |
Level 3 - - 35,893 35,893 |
Total 2,714 |
||
| 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 related parties) Financial assets measured at amortized cost Other financial assets Refundable deposits |
|||||
| 328,498 35,893 |
|||||
| 364,391 | |||||
(Continued)
53
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
| December 31, 2020 | December 31, 2020 | December 31, 2020 | |||
|---|---|---|---|---|---|
| Book value $ 5,437 $ 7,744,329 1,330,733 269,451 1,231,511 $ 10,576,024 |
Fair Value | ||||
| Level 1 - |
Level 2 5,437 |
Level 3 - |
Total 5,437 |
||
| Financial liabilities at fair value through profit and loss Derivative financial liabilities Financial liabilties measured at amortized cost Long-term and short-term borrowings Accounts payable (including related parties) Lease liabilities Other financial liabilities |
|||||
- b) Valuation techniques for financial instruments not measured at fair value
The Company’ 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.
-
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.
(Continued)
54
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
The financial instruments held by the Company 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 are determined by reference to theirs 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.
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 follow:
| Opening balance Additions Total gains and losses recognized in profit and loss Capital reduction and return of subscription Reclassified Ending balance |
Financial assets at fair value through profit or loss– current |
Financial assets at fair value through profit or loss– current |
Non quoted equity instrument - fair value through other comprehensive incmoe |
Non quoted equity instrument - fair value through other comprehensive incmoe |
|
|---|---|---|---|---|---|
| 2021 $ - 5,991 909 - - $ 6,900 |
2020 | 2021 35,893 27,098 - (7,104) - 55,887 |
2020 | ||
| - - - - - |
69,923 1,711 - (6,845) (28,896) 35,893 |
||||
| - |
(Continued)
55
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
As of December 31, 2021 and 2020, the total gains and losses were included in “ unrealized gains and losses of financial assets at fair value through other comprehensive income”. The relevant assets were as follow:
| comprehensive income”. The relevant assets were as follow: | |
|---|---|
| 2021 tal gains and losses recognized: In gains and losses, and presented in “other gains and losses” $ 909 In other comprehensive income, and presented in “unrealized gains and losses from financial assets at fair value through other comprehensive income” $ - |
2020 |
| - | |
| 1,711 |
Total gains and losses recognized:
-
(ab) Financial risk management
-
(i) Overview
The Company is exposed to the following risks arising from financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
Note 6(aa) 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 Company’ s risk management policies are established to identify and analyze the risks faced by the Company, 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 Company’ s activities. The Company, 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 Company Audit Committee ensures that the supervision of the management is in compliance with the Company’ s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company 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.
(Continued)
56
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(ac) Capital management
The Company’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 Company regularly reviews the Company’s capital structure, including the cost of various capital and related risks. In order to maintain or adjust the capital structure, the Company 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.
- (ad) Investing and financing activities not affecting current cash flow
The Company’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(j).
-
(ii) Reconciliation of liabilities arising from financing activities were as follows:
| Long-term borrowings Short-term borrowings Lease liabilities Bonds payable Total liabilities from financing activities Long-term borrowings Short-term borrowings Lease liabilities Total liabilities from financing activities |
January 1, 2021 $ 5,424,327 2,320,002 269,451 - $ 8,013,780 January 1, 2020 $ 11,855,436 2,688,848 397,144 $ 14,941,428 |
Cash flows (2,737,917) (2,297,495) (33,767) 3,120,780 (1,948,399) Cash flows (6,397,999) (282,273) (25,666) (6,705,938) |
Foreign exchange movements and others (28,924) (22,507) 43,724 (168,330) (176,037) Foreign exchange movements and others (33,110) (86,573) (102,027) (221,710) |
December 31, 2021 |
|---|---|---|---|---|
| 2,657,486 - 279,408 2,952,450 |
||||
| 5,889,344 | ||||
| December 31, 2020 |
||||
| 5,424,327 2,320,002 269,451 |
||||
| 8,013,780 |
(Continued)
57
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(7) Related-party transactions:
(a) Name and relationship with related parties
| Name and relationship with related parties | |
|---|---|
| Relationship with the | |
| Name of related party | Company |
| Beryl Construction LLC | Subsidiary |
| DelSolar US Holdings(Delaware) Corporation (“DelSolar US”) | Subsidiary |
| ELECTRONIC J.R.C. S.R.L. (“JRC”) | Subsidiary |
| General Energy Solutions UK Limited | Subsidiary |
| General Energy Solutions USA. Inc. (“GES USA”) | Subsidiary |
| GES Energy Middle East FZE (“GES ME”) | Subsidiary |
| Gintech (Thailand) Limited (“Gintech (Thailand)”) | Subsidiary |
| NSP Germany GmbH | Subsidiary |
| NSP Indygen UK Ltd. | Subsidiary |
| NSP SYSTEM NEVADA HOLDING CORP. (“NSP NEVADA”) | Subsidiary |
| NSP Systems (BVI) Ltd. (“NSP BVI”) | Subsidiary |
| URE NSP CORPORATION | Subsidiary |
| Dashiangying Energy Power Ltd. Co. | Subsidiary |
| Shanshang Energy Power Ltd. Co. | Subsidiary |
| Zhongyang Corporation | Subsidiary |
| Yong Zhou Ltd. | Subsidiary |
| Yong Liang Ltd.(“Yong Liang”) | Subsidiary |
| DelSolar (Wu Jiang) Ltd. | Subsidiary |
| Solartech Materials Corporation | Subsidiary |
| Hsin Jin Optoelectronics | Subsidiary |
| Yanshan Energy Power Ltd. Co. | Subsidiary |
| Jiangung Energy Power Ltd. Co. (“Jiangung”) | Subsidiary |
| Utech Solar Corporation(“Utech”) | Subsidiary |
| Best Power Service Corp. | Subsidiary |
| NSP System Development Corp.(“NSP System”) | Subsidiary |
| Hsin Jin Solar Energy Co., Ltd. | Subsidiary |
| Shinkai Energy Power Ltd. Co. | Subsidiary |
| Si Two Corp. | Subsidiary |
| United Agriculture Ecology Ltd. Co. | Subsidiary |
(Continued)
58
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
Relationship with the Name of related party Company United Renewable Energy Engineering Co., Ltd Subsidiary Lianxi Energy Power Ltd. Co. Subsidiary Liancheng Energy Power Ltd. Co. Subsidiary Lianzhang Energy Power Ltd. Co. Subsidiary Yong Shun Ltd. Subsidiary(Note 7) Shanyang Green Power Ltd. Co. Subsidiary(Note 2) Tienyang Green Power Ltd. Co. Subsidiary(Note 2) Deyang Green Power Ltd. Co. Subsidiary(Note 2) Feng Yang Energy Power Ltd. Co. Subsidiary(Note 2) Jeyang Green Power Ltd. Co. Subsidiary(Note 2) Neo Solar Power Vietnam Co., Ltd Subsidiary(Note 8) New Ray Investment Corp.(“New Ray Investment”) Subsidiary(Note 8) Neo Solar Power (Nanchang) Ltd.(“NSP Nanchang”) Subsidiary(Note 5) Phanes Holding Inc Other related party ThinTech Materials Technology Co., Ltd. Other related party Clean Focus Corporation Other related party(Note 1) Clean Focus Yield Limited (“CFY”) Other related party(Note 1) Sino-American Silicon Products Inc. (“SAS”) Other related party(Note 3) Solarbright energy Co., Ltd. (“Solarbright”) Associate Gintung energy Corporation Associate V5 Technologies Co., Ltd. Associate DS Energy Technology Co., Ltd. Associate Apex Solar Corporation(“Apex”) Associate (Note 6) Yun Yeh Energy Inc. Associate (Note 4) Yong Han Ltd. Associate (Note 4) Neo Cathay Power Corp.(“Neo Cathay”) Associate (Note 4) Neo Cathay Electric Power Corp. Associate (Note 4) Da Li Energy Co., Ltd. Associate (Note 4) Si One Corp. Associate (Note 4)
(Continued)
59
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
-
Note 1: Former associates of the Company, wherein the subsidiary of the Company 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 Company has significant control over CFY; hence CFY and its subsidiaries were listed as other related parties of the Company.
-
Note 2: The Company disposed Shanyang Green Power Ltd Co.,Tienyang Green Power Ltd Co.,Deyang Green Power Ltd Co., Feng Yang Energy Power Ltd Co. and Jeyang Green Power Ltd. Co.’s shares in November 2021, and no longer has significant control over it. Therefore, only show the transactions as of November 2021.
-
Note 3: The Company didn’t 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 4: 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 5: The subsidiary of the Company disposed NSP Nanchang’s shares in third quarter of 2020, and no longer has significant control over it. Therefore, only show the transactions as of July 2020.
-
Note 6: A former subsidiary of the Company, wherein the Company disposed all of Apex’s shares to Solarbright during the second quarter of 2021, hence Apex was listed as an associate.
-
Note 7: Liquidated and dissolved in 2020.
-
Note 8: Liquidated and dissolved in 2021.
-
(b) Significant transactions with related parties
-
(i) Sales and accounts receivable
Details of sales (discount) by the Company to related parties were as follows:
| Subsidiaries Associates Other related parties |
For the years ended December 31, 2021 2020 $ 403,620 246,615 198,720 44,325 - (2,585) $ 602,340 288,355 |
|---|---|
| 2021 $ 403,620 198,720 - $ 602,340 |
(Continued)
60
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
The terms of sale between the Company and related parties are negotiated by both parties based on the market conditions of the relevant products. The details of the accounts receivable from the above transactions were as follows:
| Subsidiaries Gintech (Thailand) Yong liang Others Associates Other related parties Less: Impairment allowance |
December 31, 2021 $ 233,914 115,506 37,782 13,665 - (25) $ 400,842 |
December 31, 2020 |
|---|---|---|
| 149,964 2,351 3,195 - 467 (7 |
||
| 155,970 |
- (ii) Purchases, accounts payable and contract liabilities
Details of purchases by the Company to related parties were as follows:
| Subsidiaries Associates Other related parties |
|
|---|---|
The terms of the purchase between the Company and related parties are based on conditions agreed upon by both parties. The details of the accounts payable and contract liabilities from the above transactions were as follows:
| Subsidiaries Gintech (Thailand) Utech JRC |
December | 31, 2021 Contract Liabilities - - - - |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
| Accounts Payable $ 63,179 56,292 16,836 $ 136,307 |
Accounts Payable 28,845 137,335 - 166,180 |
Contract Liabilities |
||
| 420 - - |
||||
| 420 |
(Continued)
61
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(iii) The following are mainly generated from mutual advance payments for building power facilities between the Company and related parties, which were including in other receivables and other current liabilities:
| Subsidiaries DelSolar US GES ME NSP NEVADA NSP System GES USA Others Associates Subsidiaries NSP BVI Others Sale of property, plant and equipment Subsidiaries $ Purchase of property, plant and equipment For the years ended December 31, 2021 2020 Subsidiaries $ 164,864 6,102 |
Other receivables | Other receivables |
|---|---|---|
| December 31, 2021 December 31, 2020 $ 666,196 753,690 572,132 592,455 487,523 495,011 244,361 22,050 72,495 247,419 257,975 262,709 381 840 $ 2,301,063 2,374,174 Other current liabilities December 31, 2021 December 31, 2020 $ 251,793 205,092 7,114 37,609 $ 258,907 242,701 For the years ended December 31, 2021 2020 - 4,997 Payables on equipment (classified as other current liabilities) December 31, 2021 December 31, 2020 46,301 6,005 |
December 31, 2020 |
|
| 753,690 592,455 495,011 22,050 247,419 262,709 840 |
||
| 2,374,174 | ||
| December 31, 2020 |
||
| 6,005 |
(iv) Sale of property, plant and equipment
(v) Purchase of property, plant and equipment
(Continued)
62
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(vi) Other income
| Subsidiaries NSP System Others Associates Other related parties |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2021 $ 42,028 3,468 6,384 5,734 $ 57,614 |
2020 | |
| 42,028 15,276 3,988 7,222 |
||
| 68,514 |
(vii) Interest income
Details on interest income received by the Company due to investments in convertible preference shares issued by other related parties were as follows:
| Other related parties Please refer to note 6(d) for details. |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2021 $ - |
2020 | |
| 8,180 | ||
(viii) Other expense
| Subsidiaries Associates |
For the years ended December 31, |
For the years ended December 31, |
|---|---|---|
| 2021 $ 1,622 - $ 1,622 |
2020 | |
| 4,697 15 |
||
| 4,712 |
(ix) Dispose of investee companies that adopt equity method
The Company disposed shares of Apex to Solarbright during the year of 2021, with the price and profit of $198,282 thousand and $83 thousand respectively; Dispose shares of Jiangung to Utech, with the price and profit (recorded as capital surplus) of $100 thousand and $36 thousand respectively.
(x) Acquisitions of financial assets
The Company 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.
(Continued)
63
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- (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 $ 59,117 1,361 3,776 $ 64,254 |
2020 | |
| 70,185 1,604 3,645 |
||
| 75,434 |
Please refer to note 6(v) for further explanations related to share-based payments.
(8) Pledged assets:
The carrying amounts of pledged assets were as follows:
| Pledged assets | December 31, 2021 $ 2,549,828 2,569,975 1,076,200 634,844 $ 6,830,847 |
December 31, 2020 |
|---|---|---|
| Property, plant and equipment Investment property Restricted bank deposit (accounted for as current assets and non current assets) Refundable deposit |
3,318,929 2,671,322 1,020,807 706,987 |
|
| 7,718,045 |
(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 $ 2,726,400 |
December 31, 2020 |
|---|---|---|
| 4,211 | ||
| - | ||
| 3,046,655 |
- (ii) The Company 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 $ 931,289 |
December 31, 2020 |
|---|---|---|
| - |
(Continued)
64
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
-
(iii) Due to power plant installations, the Company signed non-fixed lease payment agreements withothers, please refer to Note 6(p).
-
(iv) The Company entered into separate long-term purchase agreements with several different silicon wafer suppliers. The Company 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 Company will recognize the impairments on the prepaid amounts according to the suppliers’ operations as follows:
| as follows: | ||
|---|---|---|
| Advance payment Accumulated impairment loss |
December 31, 2021 $ 2,100,857 $ 164,853 |
December 31, 2020 |
| 2,160,495 | ||
| 164,853 |
-
(v) As of December 31, 2021 and 2020, the Company issued guarantee for Directorate General of Customs and sales Project, amounting to $862,670 thousand and $926,350 thousand, respectively.
-
(b) Contingencies
-
(i) The company leased its plants to DU then a fire broke out in October 2017, and DU was affected and requested damages from the Company. The two parties reached a settlement in May 2019 that offset the money DU owed to the Company. However, EZ bank, the mortgagee of DU’ s equipment, had objections to the settlement, and requested the Company to pay damage to DU claim that the creditor’s rights of DU and DU’s right to claim damages against the Company are legally offset, so EZ bank’s request has no basis. In this case, on July 1,2021, the court judged that the Company should pay EZ bank $159,335 thousand. The company 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 Company, in accordance with their purchase orders that not requesting performance within the time limit and requested the Company USD 1,345 thousand for performance and damages, and the Company assessed their requests are unfounded, and made lawyers appoint to handle this case.
(10) Losses due to major disasters:
The Company’ s cooling tower in Zhunan factory caught fire on December 20, 2021, the preliminary estimated loss amount in $25,629 thousand, the Company has purchased relevant property insurance and has follow-up insurance claims with the insurance company matter. As of December 31, 2021, the insurance claim is still in progress, the Company recognized the relating loss as operating cost and other gains and losses.
(Continued)
65
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(11) Subsequent Events: None
(12) Others:
Employee benefits, depreciation and amortization expense are summarized based on functions as follows:
| Functions Nature |
For the years ended December 31, 2021 |
For the years ended December 31, 2021 |
For the years ended December 31, 2021 |
For the years ended December 31, 2020 |
For the years ended December 31, 2020 |
For the years ended December 31, 2020 |
|---|---|---|---|---|---|---|
| Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefit expense Salaries Labor and health insurance Pension Remuneration of directors Others Depreciation expense Amortization expense |
801,685 83,232 33,077 - 111,099 627,216 - |
357,509 29,396 16,541 8,280 16,197 94,134 1,679 |
1,159,194 112,628 49,618 8,280 127,296 721,350 1,679 |
713,059 75,476 31,302 - 72,124 1,056,042 - |
365,996 31,563 18,407 8,280 27,939 259,765 2,310 |
1,079,055 107,039 49,709 8,280 100,063 1,315,807 2,310 |
Note: Exclude the depreciation expense of investment property $104,038 thousand during 2021. There were no such situation in 2020.
The additional information of headcount and employee benefit are follows:
| Headcount The number of non-employee director Average cost of employee benefits Average cost of salaries Average of salaries expense variation Remuneration of supervisors |
2021 1,646 8 $ 884 $ 708 % 10.28 $ - |
2020 |
|---|---|---|
| 1,689 | ||
| 7 | ||
| 794 | ||
| 642 | ||
| % (6.28) |
||
| - |
Employee remuneration includes basic salary for fixed items, bonuses for allowances and variable items, dividends, and other rewards in the form of stocks. The actual salary received will be determined based on factors such as seniority, rank, work performance, overall contribution, and special achievements.
The manager is responsible for the Company’s business performance. The remuneration is issued based on the employee’ s remuneration policy, target achievement status, future risks, current year’ s employee bonus payment policy, and reference to the past payment situation, as well as peer salary level verification, which will be implemented after a review and an evaluation have been made by the remuneration committee, to be submitted to the board of directors for approval.
The Company’s remuneration to directors includes the directors’ remuneration and monthly transportation allowance. It is set out in accordance with Article 33 of the Company’s articles of association. However, independent directors of the Company receive a fixed monthly remuneration, and is excluded in the distribution of earnings.
(Continued)
66
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
(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 Company 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 Company’s paid-in capital: None.
-
(vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital::None
-
(vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Compnay’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.
-
(ix) Information regarding trading in derivative financial instruments: Please refer to Note 6(b) for related information.
-
(b) Information on investees:
The followings are the information on investees for the years ended December 31, 2021: Please see Table 6 attached.
- (c) Information on investment in Mainland China : Please see Table 7 attached.
(Continued)
67
UNITED RENEWABLE ENERGY CO., LTD. Notes to the Financial Statements
- (d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholder’s Name | Shareholding | |
| 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 Company’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:
Please see the Consolidated Financial Statements for the year ended December 31, 2021.
UNITED RENEWABLE ENERGY CO., LTD. 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 |
The Company The Company The Company The Company The Company The Company |
Apex Gintech (Thailand) GES USA NSP System GES UK Yong Liang |
(2) (2) (2) (2) (2) (2) |
3,026,120 3,026,120 3,026,120 3,026,120 3,026,120 3,026,120 |
387,215 281,940 427,575 1,900,000 570,100 1,810,000 |
- - 416,400 500,000 - 1,810,000 |
- - - 221,300 - 202,059 |
- - - - - - |
- - 2.75 3.30 - 11.96 |
7,565,300 7,565,300 7,565,300 7,565,300 7,565,300 7,565,300 |
Y Y Y Y Y Y |
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 homespursuant 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.
(Continued)
~ 68 ~
UNITED RENEWABLE ENERGY CO., LTD. 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 note 6 (d) for relevant information.
(Continued)
~ 69 ~
UNITED RENEWABLE ENERGY CO., LTD.
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 | Shares Shares-Utech |
Investment accounted for using the equity method |
(Note1) | Subsidiary | 50,358 | (1,278,092) | 37,999 | 379,994 | (59,866) | - | - | (90,332) (Note2) |
28,491 | (988,430) |
Note 1 : Due to capital increase by cash and capital reduction to cover losses.
Note 2 : Included share of loss (gains) of associates accounted for using equity method and cumulative translation adjustment.
~ 70 ~
UNITED RENEWABLE ENERGY CO., LTD.
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 |
Utech Gintech(Tailand) Gintech(Tailand) NSP System Yong Liang Gintung |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Associated enterprises |
Purchase Purchase Sale Sale Sale Sale |
444,644 849,615 137,634 128,720 116,541 181,960 |
5% 9% 1% 1% 1% 2% |
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 |
- - - - - |
- - - - - |
(56,292) (63,179) 233,914 29,083 115,506 - |
(4.64%) (5.21%) 10.79% 1.34% 5.33% - |
Note :The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
~71 ~
UNITED RENEWABLE ENERGY CO., LTD.
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 GES ME NSP NEVADA NSP System Gintech (Thailand) UREE YongLiang |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
666,196 572,132 487,523 273,445 233,914 133,486 115,506 |
- - - 0.87 0.72 - 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 - |
- - - 129,083 146,274 133,486 103,751 |
- - - - - - - |
(Continued)
~ 72 ~
UNITED RENEWABLE ENERGY CO., LTD.
INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)
FOR THE YEAR ENDED December 31, 2021
TABLE 6
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 6 | (In Thousands of Ne | (In Thousands of Ne | (In Thousands 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 | 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 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 DSET Dashiangying Shinkai Shanshang Jiangung United Intelligence(Dungshr) Yanshan Solarbright |
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 |
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 related business Agriculture related business 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 |
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 |
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 85,434 97,701 7,789 13,460 1,050 10 10 2,010 - 210 10 9,000 |
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% |
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) 208,689 967,836 67,322 46,495 - 2,549 7 7 20,049 - 586 7 91,779 |
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 |
95,169 (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 7 Note 1 Note 2 Note 4 Note 3 Note 6 Note 6 Note 5 Note 6 |
Note 1 : As of December 31 2021, the company had liquidated and dissolved. Note 2 : As of December 31 2021, the company had issuanced of new shares. Note 3 : As of December 31 2021, the company had capital reduction.
Note 4 : 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 5: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 6:As of Decomber 31, 2021, the company is in the process of liquidation and dissolution.
Note 7 : Due to the changes in strategic layout, the Company sold the Apex's shares to Solarbright energy in the second quarter of 2021.
(Continued)
~ 73 ~
UNITED RENEWABLE ENERGY CO., LTD. INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED December 31, 2021
TABLE 7
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 7 | ( | In Thousands of | New Taiwa | n Dollars, Unless | Stated 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 |
% Ownership of Direct or Indirect Investment |
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 $ 3,320,400 |
Note 1 | USD 120,000 $ 3,320,400 |
- | - | USD 120,000 $ 3,320,400 |
924 | 100% | 924 | 200,117 | - |
| NSP Nanchang | Solar related business |
USD 0 $ - |
Note 2 | USD 5,000 $ 138,350 |
- | - | USD 5,000 $ 138,350 |
Note2 | - | - | - | - |
| Accumulated Outward Remittance for Investments in Mainland China as of September 30, 2020 (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 |
4,139,930 USD 149,618 |
9,078,360 |
Note 1:Investments Mainland China through a third region.
Note 2:The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020. Note 3 : The exchange rate used is the rate on December 31, 2021.
~ 74 ~
75
United Renewable Energy Co., Ltd.
Statement of cash and cash equivalents
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Item Cash on hand and petty cash Bank deposits |
Description Amount Petty cash and cash on hand $ 381 Check deposits 3,507 Demand deposits 3,183,129 Time deposits 3,942 Foreign currency deposit (USD:13,477 thousand; JPY:948 thousand; CNY:422 thousand; EUR:2,547 thousand; GBP:268 thousand) 464,867 $ 3,655,826 |
|---|---|
Note: The foreign currency exchange rates on the balance sheet date are as follows: USD dollar currency:27.67 JPY dollar currency:0.2406 CNY dollar currenry:4.344 EUR dollar currenry:31.37 GBP dollar currenry:37.33
76
United Renewable Energy Co., Ltd.
Statement of trade receivables
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Customer Name Non-related parties Client FC Client CL Others (less than 10% for each customer) Subtotal Less: Loss allowance Total |
Description Amount Operating $ 238,119 〃 194,570 〃 1,334,069 1,766,758 201,865 $ 1,564,893 |
|---|---|
Note1:Accounts receivable – related party is not included in the accounts receivable referred to above. Please refer to Note 7 to the financial statements for details.
77
United Renewable Energy Co., Ltd.
Statement of inventories
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Item Finished goods Work in progress Raw materials Construction in progress Subtotal Less: Allowance for reduction of inventory to market Total |
Amount | Amount |
|---|---|---|
| Cost $ 351,265 137,477 900,159 38,836 1,427,737 (216,290) $ 1,211,447 |
Net realizable value |
|
| 343,544 184,977 901,097 38,836 |
||
| 1,468,454 | ||
Statement of other current assets
| Item Temporary payments Others (individual amount does not exceed 5%) |
Description Amount $ 161,414 5,573 $ 166,987 |
|---|---|
78
United Renewable Energy Co., Ltd.
Statement of changes in investments accounted for using the equity method
For the year ended December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Beginning balance Addit Investee Company Name Shares (in thousands) Amount Shares (in thousands) Investment in subsidiaries General Energy Solutions UK Limited 95,890 $ 1,394,413 - Ultimate Energy Solution Limited 62,188 739,862 - NSP Systems (BVI) Ltd. 18,350 648,793 - DelSolar Holding (Cayman) Ltd. 155,126 604,644 - GES Energy Middle East FZE 4 182,811 - Yong Liang Ltd. 24,900 268,875 - Apex Solar Corporation 36,379 197,084 - NSP UK Holding Limited 1,780 157,915 - NSP System Development Corp. 14,420 92,183 - New Ray Investment Corp. 11,500 59,478 - Zhongyang Corporation 3,500 26,824 - Best Power Service Corp. 600 15,277 - Delsolar Holding Singapore Pte. Ltd. 1,250 16,634 - United Renewable Energy Engineering Co., Ltd. 2,530 1,372 - Solartech Materials Corporation 1,000 9,850 - Yong Zhou Ltd. - (1,781) - ELECTRONIC J.R.C. S.R.L 145 212,421 - Dashiangying Energy Power Ltd. Co. 10 67 - Shinkai Energy Power Ltd. Co. 10 67 - Shanshang Energy Power Ltd. Co. 2,010 20,059 - Jiangung Energy Power Ltd. 10 67 - United intelligence Co., Ltd. 210 144 - Yanshan Energy Power Ltd. Co. 10 67 - Utech Solar Corporation 50,358 (1,278,092) 37,999 Sutotal 3,369,034 Investments in associates TS Solartech SDN BHD 97,701 72,842 - V5 Technologies Co., Ltd. 7,790 65,420 - DS Energy Technology Co., Ltd. 1,050 2,043 - Gintung Energy Corporation 13,460 - - Solarbright energy Co., Ltd. 3,000 29,828 6,000 Sutotal 170,133 Total 3,539,167 Credit balance of investments accounted for using the equity method 1,279,873 Total $ 4,819,040 Note 1: This year decrease due to reduced its capital in 2021. Note 2: This year decrease due to detterred unrealized gain (loss) adjustment and disposed off the Note 3: This year decrease due to disposed off the shares. Note 4: As of December 31, 2021, the company is in the process of liquidation and dissolution. Note 5: This year increase and decrease due to capital increase by cash and capital reduction to co |
Addit | ions Amount - - - - - - - - - - - - - - - - - - - - - - - 379,994 379,994 - - - - 60,000 60,000 439,994 shares. ver losses. |
Decr | ease Amount (298,754) - - - - - (198,199) - - (59,413) - - - - - - - - - - (100) - - - (556,466) - - - - - - (556,466) |
Cumulative translation adjustment 16,932 (90,752) (9,807) (4,682) (1,871) - - (2,134) - - - - (251) - - - (3,491) - - - - - - - (96,056) (9,630) - - - - (9,630) (105,686) |
Share of income (loss) for using equity method (146,735) 95,169 2,798 (37,414) (122,388) 6,979 1,115 (60,751) (27,874) (65) 11,344 (2,561) (316) 4,499 35 (4,843) (503) (60) (60) (10) (3) 442 (60) (105,533) (386,795) 4,109 (18,925) (2,813) - 1,951 (15,678) (402,473) |
Other - - - - - (15,599) - - - - - - - - - - - - - - 36 - - 15,201 (362) - - 3,320 - - 3,320 2,958 |
Dividends income from subsidiary - - (231,076) - - (6,178) - - - - - (2,400) - - - - - - - - - - - - (239,654) - - - - - - (239,654) |
Adjustments from unrealized gain (loss) 1,980 - - - - (21,079) - - 6,018 - - - - - - - 262 - - - - - - - (12,819) - - - - - - (12,819) |
Ending balan | Ending balan | ce Amount 967,836 744,279 410,708 562,548 58,552 232,998 - 95,030 70,327 - 38,168 10,316 16,067 5,871 9,885 (6,624) 208,689 7 7 20,049 - 586 7 (988,430) 2,456,876 67,321 46,495 2,550 - 91,779 208,145 2,665,021 995,054 3,660,075 |
Net asset value Note 958,331 Note1 744,279 410,708 562,548 58,552 703,043 Note 2 - Note 3 95,030 79,142 - 38,168 17,194 16,067 5,871 9,885 (6,624) 211,249 7 Note 4 7 Note 4 20,049 - Note 3 586 7 Note 4 18,265 Note 5 183,799 33,744 2,549 (83,688) 91,779 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) (10,456) - - - - - (36,379) - - (11,500) - - - - - - - - - - (10) - - (59,866) - - - - - |
Shares (in thousands) 85,434 62,188 18,350 155,126 4 24,900 - 1,780 14,420 - 3,500 600 1,250 2,530 1,000 - 145 10 10 2,010 - 210 10 28,491 97,701 7,790 1,050 13,460 9,000 |
Share holding ratio(%) % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 36.14 % - % 100.00 % 100.00 % - % 100.00 % 60.00 % 100.00 % 100.00 % 100.00 % 100.00 % 59.69 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % 99.94 % 42.12 % 32.73 % 18.93 % 36.38 % 30.00 |
79
United Renewable Energy Co., Ltd.
Statement of financial assets at fair value through other comprehensive income
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Investee Company Name Current: Domestic listed ordinary shares CTCI Corporation Non-Current: Domestic listed ordinary shares ThinTech Materials Technology Co., Ltd. GIGA SOLAR MATERIALS CORPORATION. Domestic unlisted ordinary shares Taiwan Speciality Chemicals Corporation NTNU Innovation Investment Holding Company Top Green Energy Technolgies Inc. Sutotal Overseas unlisted ordinary shares ASIA GLOBAL VENTURE CAPITAL II CO., LTD. SUN APPENNINO CORPORATION FICUS CAPITAL CORPORATION Sutotal Total |
Beginning balance Shares(in thousands) Amount 3,003 $ 114,715 7,000 159,460 266 54,323 1,691 18,601 200 2,000 - - 234,384 770 15,292 - - - - 15,292 $ 364,391 |
Add | itions Amount - - - 27,098 - 27,098 54,196 - - - - 54,196 |
Dec | rease Amount - - - - - 27,098 27,098 7,104 - - 7,104 34,202 |
Gain (loss) on financial assets at fair value through other comprehensive income (3,003) 62,790 1,331 - - - 64,121 - - - - 61,118 |
Ending balance Shares(in thousands) Amount 3,003 111,712 7,000 222,250 266 55,654 2,226 45,699 200 2,000 - - 325,603 531 8,188 - - - - 8,188 445,503 |
Accumulated impairment loss |
Guarantee or collateral provided Note None None Note 1 None None Note 2, 3 None None Note 2 None None None |
|---|---|---|---|---|---|---|---|---|---|
| Shares(in thousands) |
Shares(in thousands) - - - 2,994 - 8,889 - - - |
Shares(in thousands) - - - 2,459 - 8,889 239 - - |
Shares(in thousands) 3,003 7,000 266 2,226 200 - 531 - - |
||||||
| 3,003 7,000 266 1,691 200 - 770 - - |
N/A N/A N/A N/A N/A N/A N/A N/A N/A |
Note 1: ThinTech Materials Technology Co., Ltd. is private stock shares, according to Article 43-8 of the Securities and Exchange Act, the fair value of financial products that are subjected to transfer restrictions and cannot be sold due to an active market but subject to closed restrictions is determined on the basis of relevant market prices.
Note 2: The original investment company that Top Green Energy Technologies Inc. liquidated, and the first remaining distribution was made in October 2021. It alloted 336.7919 shares of Taiwan Speciality Chemicals Corporation for every thousand shares of Top Green Energy Technologies Inc.
Note 3: The current decrease is due to the company's capital reduction to cover losses.
80
United Renewable Energy Co., Ltd.
Statement of changes in property, plant and equipment
For the year ended December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6 (i) for relevant information of property, plant and equipment.
Statement of changes in right-of-use assets
Please refer to Note 6 (j) for relevant information of right for use assets.
Statement of changes in investment property
Please refer to Note 6 (k) for relevant information of investiment property.
Statement of changes in intangible assets
Please refer to Note 6 (l) for relevant information of intangible assets.
81
United Renewable Energy Co., Ltd.
Statement of account payables
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Supplier Name Non-related parties: Company FB Company DN Others (individual amount does not exceed 10%) Total |
Description Amount Operation $ 116,563 〃 108,037 〃 852,642 $ 1,077,242 |
|---|---|
Note1: Accounts payable resulting from business activities.
Note2: Accounts payable – related parties were not included in the above accounts. Please refer to Note 7 to the financial statements for details.
82
United Renewable Energy Co., Ltd.
Statement of other current liabilities
December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount | |
|---|---|---|---|
| Contract loss allowance | $ | 726,774 | |
| Salaries and bonuses payable | 215,246 | ||
| Others (individual amount does not | Payables for equipment, labor and health insurance, | ||
| exceed 10%) | and water and electricity payables | 833,551 | |
| $ | 1,775,571 |
Statement of lease liabilities
| Item Land Buildings Equipment Other assets Less: Lease liabilities |
Description Plant land and parking spaces Office Business machine Official car due within one year |
Rental Period 2007.08~2037.12 2018.07~2023.01 2021.05~2026.04 2019.05~2024.08 |
Discount rate Amount 2.83%~3.26% $ 254,736 2.44%~3.37% 19,254 % 2.11 1,986 2.44%~2.83% 3,432 279,408 26,780 $ 252,628 |
|---|---|---|---|
83
United Renewable Energy Co., Ltd.
Statement of long-term borrowings December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Lender Bank loans 6 billion syndicated loan from First Bank |
Type Secured loan |
Balance end of year $ 2,657,486 |
Period Collateral 2021.07.22-2024.07.22 Please refer to Note 8 to the financial statements for details. |
|---|---|---|---|
Note1: Semi-annual for a period, and amotized by every period.
Statement of operating revenue For the year ended December 31, 2021
| Item Solar cells and modules Others(note) Sales returns and allowance |
Description Amount 152,726 thousand pieces $ 11,518,256 647,815 (138,359) $ 12,027,712 |
|---|---|
Note1: Other sales are from construction, sale of power facilities and service revenue.
84
United Renewable Energy Co., Ltd.
Statement of operating costs
For the year ended December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount | |
|---|---|---|
| Raw materials | ||
| Raw materials, beginning of year | $ | 314,690 |
| Add: Purchases | 5,775,760 | |
| Less: Raw materials, end of year | (716,415) | |
| Transfer to expense, disposal, and others | (347,116) | |
| Rsw materials used for the year | 5,026,919 | |
| Direct labor | 630,981 | |
| Manufacturing expenses | 1,955,081 | |
| Manufacturing cost | 7,612,981 | |
| Add: Beginning WIP goods (including construction in progress) | 125,187 | |
| Transfer to expense, disposal, and others(including construction in progress) | 27,819 | |
| Less: Ending WIP goods | (176,313) | |
| Costs of finished goods | 7,589,674 | |
| Add: Beginning finished goods | 1,047,163 | |
| Purchases | 3,336,213 | |
| Less: Finished goods at end of period | (318,859) | |
| Transfer to expense, disposal, and others | (319,029) | |
| Cost of goods sold | 11,335,162 | |
| Add: Unamortized fixed manufacturing expense | 187,093 | |
| Power plant maintenance cost | 27,500 | |
| Add: Cost of electricity sold | 9,226 | |
| Operating cost | $ | 11,558,981 |
85
United Renewable Energy Co., Ltd.
Statement of operating expense
For the year ended December 31, 2021
(Expressed in thousands of New Taiwan Dollars)
| Item Salaries expense Indirect material Depreciation expense Transport fee Commission fee Others (individual amount does not exceed 10%) |
Selling expenses $ 68,449 1,091 2,159 134,688 65,267 80,663 $ 352,317 |
Administrative expenses 246,671 182 90,845 4,835 - 304,880 647,413 |
Research and development expenses |
|---|---|---|---|
| 50,669 15,793 1,131 674 - 32,225 |
|||
| 100,492 |