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URE Annual Report 2023

Nov 14, 2023

52346_rns_2023-11-14_1550b1dc-af02-48ae-bc36-a041583e4e5a.pdf

Annual Report

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1

Stock Code:3576

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2023 and 2022

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

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

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors’ Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of material accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Significant contingent liabilities and unrecognized commitments
(10) Losses due to major disasters
(11) Subsequent Events
(12) Others
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
9
9
910
1031
3132
3271
7274
74
7477
77
77
77
7778,
8187
78, 8890
78, 91
78
7980

3

Representation Letter

The entities that are required to be included in the combined financial statements of United Renewable Energy Co., Ltd. as of and for the year ended December 31, 2023 under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No.10 "Consolidated Financial Statements" endorsed by the Financial Supervisory Commission, of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, United Renewable Energy Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: United Renewable Energy Co., Ltd. Chairman: CHUM SAM HONG Date: March 11, 2024.

4

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KPMG

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

Independent Auditors’ Report

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

Opinion

We have audited the consolidated financial statements of United Renewable Energy Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

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

1. Revenue recognition

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

Description of key audit matter:

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

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

4-1

How the matter was addressed in our audit:

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

  1. Assessment of impairment of non-financial assets

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

Description of key audit matter:

The Group belongs to a high capital expenditure industry, and its production capacity is essential for the industry development. However, in an environment where market demands and technology change rapidly, existing equipment may not be economically effective in the future due to product or technology upgrades. Therefore, the assessment of long-term non-financial asset impairment is important. The process of asset impairment assessment relies on the subjective judgment of the management. It is an accounting estimate with a high degree of uncertainty. Therefore, the assessment of impairment of non-financial assets is one of the key areas our audit focused on.

How the matter was addressed in our audit:

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

Other Matter

United Renewable Energy Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unqualified opinion.

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

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

4-2

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

4-3

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Huang, Yung-Hua and Chou, Pao-Lian.

KPMG

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

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022

December 31, 2022
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
(notes 6(c) and 8)
1140
Contract assets - current (notes 6(aa) and 7)
1170
Notes and accounts receivable, net (note 6(e))
1180
Accounts receivable from related parties (notes 6(e) and 7)
130X
Inventories (notes 6(f) and 9)
1410
Prepayments (note 9)
1460
Non-current assets held for sale (note 6(g))
1476
Other financial assets (notes 7 and 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 (q))
1517
Financial assets at fair value through other comprehensive income - non-
current (notes 6(c) and 8)
1535
Financial assets at amortized cost - non-current (note 6(d))
1550
Investments accounted for using the equity method (note 6(h))
1600
Property, plant and equipment (notes 6(j), 7 and 8)
1755
Right-of-use assets (note 6(k))
1760
Investment property, net (notes 6(l) and 8)
1780
Intangible assets (note 6(m))
1840
Deferred tax assets (note 6(w))
1915
Prepayments - non-current (note 9)
1920
Refundable deposits (note 8)
1990
Other non-current assets (notes 7 and 8)
Total non-current assets
Total assets
December 31, 2023
Amount
%
$ 4,474,941
15
80,691
-
150,676
-
163,256
1
1,067,568
4
-
-
1,679,838
6
143,975
1
-
-
2,228,561
8
335,592
1
10,325,098
36
-
-
610,925
2
-
-
256,302
1
11,125,753
39
1,681,614
6
2,596,726
9
2,964
-
414,183
1
1,215,978
4
175,340
1
334,991
1
18,414,776
64
$
28,739,874
100
(After Restatement)
Amount
%
4,755,068
14
-
-
152,171
-
339,307
1
2,416,503
7
126,959
-
4,377,410
13
1,662,780
5
530,209
2
1,080,324
3
424,192
1
15,864,923
46
71,287
-
520,559
2
-
-
235,382
1
10,188,315
30
1,344,837
4
2,722,066
8
3,250
-
649,096
2
2,051,077
6
156,092
-
445,906
1
18,387,867
54
34,252,790
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(n))
2110
Short-term bills payable (note 6(o))
2120
Financial liabilities at fair value through profit or loss - current (note 6(b))
2130
Contract liabilities - current (notes 6(aa) and 7)
2170
Notes and accounts payable
2280
Lease liability - current (note 6(s))
2320
Current portion of long-term borrowings, preference share liabilities and
bonds payable (notes 6(p), (q) and (r))
2399
Other current liabilities (note 7)
Total current liabilities
Non-Current liabilities:
2500
Financial liabilities at fair value through profit or loss - non-current (notes
6(b) and (p))
2530
Bonds payable (note 6(q))
2540
Long-term borrowings (note 6(p))
2580
Lease liability - non-current (note 6(s))
2670
Other non-current liabilities (notes 6(t) and (w))
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent(notes 6(x) and (y))
3110
Ordinary shares
3200
Capital surplus
3310
Legal reserve
3350
Accumulated profit or loss
3400
Other equity
3500
Treasury shares
Total equity attributable to owners of parent
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, 2023
Amount %

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

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

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

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

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

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

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

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

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

For the years ended December 31, 2023 and 2022

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

(1) Company history

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

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

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

The consolidated financial statements were approved and released by the Group’s Board of Directors on March 11, 2024.

(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 details of impact on the Group’s adoption of the new amendments beginning January 1, 2023 are as follows:

  • (i) Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

The amendments narrowed the scope of the recognition exemption so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group may need to recognize equal deferred income tax assets and deferred income tax liabilities. The application of the amendments resulting in deferred tax assets and deferred tax liabilities to both increase by $22,839 thousand on December 31, 2022. There is no significant impact on the comprehensive income statement and the statements of cash flows in the said period.

(ii) Other amendments

The following amendments are not expected to have a significant impact on the Group’ s consolidated financial statements.

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

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

(Continued)

10

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

The Group has initially adopted the new amendment, which do not have a significant impact on its consolidated financial statements, from May 23, 2023:

  • ●Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

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

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2024, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

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

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

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

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

  • ●Amendments to IAS21 “Lack of Exchangeability”

(4) Summary of material accounting policies

The material accounting policies presented in the consolidated financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

  • (a) Statement of compliance

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

(Continued)

11

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

(b) Basis of preparation

  • (i) Basis of measurement

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

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

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

(ii) Functional and presentation currency

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

  • (c) Basis of consolidation

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

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

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

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

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

(Continued)

12

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

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

(ii) List of subsidiaries in the consolidated financial statements:

Investor Investee Principal activity % of Ownership
December 31,
2023
December 31,
2022
Note
% of Ownership
December 31,
2023
December 31,
2022
Note
December 31,
2023
The Company
GES UK
DelSolar Holding Singapore Pte. Ltd. (“DelSolar Singapore”)
DelSolar Holding (“Cayman”) Ltd. (“DelSolar Cayman”)
NSP Systems (“BVI”) Ltd. (“NSP BVI”)
NSP UK Holding Limited (“NSP UK”)
Best Power Service Corp. (“BPS”)
NSP System Development Corp. (“NSP System”)
GES Energy Middle East FZE (“GES ME”)
Utech solar corporation (“Utech”)
Ultimate Energy Solution Limited (“UES”)
Solartech Materials Corporation (“SMC”)
Zhongyang Corporation (“Zhongyang”)
United Renewable Energy Engineering Co. , Ltd. (“UREE”)
Yong Liang Ltd. (“Yong Liang”)
Yong Zhou Ltd. (“Yong Zhou”)
General Energy Solutions UK Limited (“GES UK”)
ELECTRONIC J.R.C. S.R.L (“JRC”)
Dashiangying Energy Power Ltd. Co. (“Dashiangying”)
Shinkai Energy Power Ltd. Co. (“Shinkai”)
Shanshang Energy Power Ltd. Co. (“Shanshang”)
United Intelligence Co., Ltd. ("United Intelligence")
Yanshan Energy Power Ltd. Co. (“Yanshan”)
General Energy Solutions USA. Inc. (“GES USA”)
GES JAPAN CORPORATION (“GES JAPAN”)
General Energy Solutions CANADA Inc. (“GES CANADA”)
NSP Germany
Investment company
Investment company
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Electronic component
manufacturing
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Electronic component
Solar related business
Investment company
Investment company
Investment company
Solar related business
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
99.99
%
100.00
%
100.00
%
100.00
%
-
%
19.94
%
100.00
%
100.00
%
-
%
-
%
-
%
100.00
%
100.00
%
-
%
100.00
%
-
%
100.00
%
90.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
2
%
100.00
%
100.00
%
99.99
%
100.00
%
100.00
%
100.00
%
-
2
%
25.70
6
%
100.00
%
100.00
%
-
2
%
-
4
%
-
4
%
100.00
%
100.00
%
-
4
%
100.00
%
-
4
%
100.00
%
90.00

(Continued)

13

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

Investor Investee Principal activity % of Ownership
December 31,
2023
December 31,
2022
Note
% of Ownership
December 31,
2023
December 31,
2022
Note
December 31,
2023
GES USA
NSP NEVADA
GES CANADA
MEGATWO
ASSET THREE
MEGASIXTEEN
GES AC
MEGATWO, LLC (“MEGATWO”)
GES MEGAFIVE, LLC (“MEGAFIVE”)
GES MEGASIX, LLC (“MEGASIX”)
GES MEGAEIGHT, LLC (“MEGAEIGHT”)
GES MEGATWELVE, LLC(“MEGATWELVE”)
GES MEGATHIRTEEN, LLC(“MEGATHIRTEEN”)
GES MEGASIXTEEN, LLC(“MEGASIXTEEN”)
GES MEGANINETEEN, LLC(“MEGANINETEEN”)
GES MEGATWENTY, LLC(“MEGATWENTY”)
GES ASSET TWO, LLC(“ASSET TWO”)
GES ASSET THREE LLC(“ASSET THREE”)
SH4 SOLAR LLC(“SH4”)
Schenectady Solar, LLC (“Schenectady”)
SEG MI 57 LLC(“SEG”)
Kinect Solar Fund 1, LLC(“KINECT”)
TEV II, LLC(“TEV II”)
Heywood Solar PGS, LLC(“HEYWOOD”)
Heywood Solar PGS, LLC (“HEYWOOD”)
Livermore Community Solar Farm, LLC(“Livermore”)
Industrial Park Drive Solar, LLC(“Industrial Park”)
Hillsboro Town Solar, LLC(“Hillsboro”)
ELECTRONIC J.R.C., S.R.L(“JRC”)
Munisol S.A.P.I. de C.V.(“Munisol”)
GES Asset Three Shima’s, LLC(“SHIMA’S”)
GES Asset Three Waimea, LLC(“WAIMEA”)
GES Asset Three Honokawai, LLC(“HONOKAWAI”)
GES Asset Three Eleele, LLC(“ELEELE”)
GES Asset Three Hanalei, LLC(“HANALEI”)
GES Asset Three Kapaa, LLC(“KAPAA”)
GES Asset Three Koloa, LLC(“KOLOA”)
GES AC SOLAR 2017, LLC (“GES AC”)
Anderson North Solar Project LLC(“ANDERSON N.”)
Anderson South Solar Project LLC(“ANDERSON S.”)
Flora Solar Project LLC(“Flora”)
Greenfield Solar Project LLC(“Greenfield”)
Spiceland Solar Project LLC(“Spiceland”)
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
%
55.00
%
45.00
%
-
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
-
%
-
%
-
%
-
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
3
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
-
%
100.00
%
100.00
%
100.00
%
55.00
%
45.00
%
-
4
%
100.00
%
100.00
%
-
2
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
67.59
3
%
100.00
3
%
100.00
3
%
100.00
3
%
100.00
3
%
100.00
3

(Continued)

14

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

Investor Investee Principal activity % of Ownership
December 31,
2023
December 31,
2022
Note
% of Ownership
December 31,
2023
December 31,
2022
Note
December 31,
2023
TEV II
TEV Solar
AC GES Solar
DelSolar Cayman
NSP BVI
NSP UK
NSP System
UREE
Utech
Jiangung
DelSolar HK
DelSolar US
DelSolar Development
UES
RES
TEV Solar Alpha18 LLC (“TEV Solar”)
AC GES Solar 2018 LLC(“AC GES Solar”)
Richmond 2 Solar Park, LLC(“Richmond”)
Rensselaer 2 Solar Park, LLC(“Rensselaer”)
Advance Solar Park, LLC(“Advance”)
DelSolar(“HK”)Ltd.(“DelSolar HK”)
DelSolar US Holdings(“Delaware”) Corporation(“DelSolar US”)
NSP SYSTEM NEVADA HOLDING CORP(“NSP NEVADA”)
URE NSP Corporation(“URE NSP”)
NSP HK Holding Ltd.(“NSP HK”)
NSP Indygen UK Ltd.(“NSP Indygen”)
Hsin Jin Optoelectronics (“Hsin Jin Optoelectronics”)
Hsin Jin Solar Energy Co., Ltd. (“Hsin Jin Solar Energy”)
Si Two Corp. (“Si Two”)
Lianzhang Energy Power Ltd. Co. (“Lianzhang”)
Success Energy Co., Ltd (“Success”)
Liancheng Energy Power Ltd. Co. (“Liancheng”)
United Agriculture Ecology Ltd. Co. (“UAE”)
Jiangung Energy Power Ltd. Co. (“Jiangung”)
Yong Liang Ltd. (“Yong Liang”)
DelSolar (Wu Jiang) Ltd. (“DelSolar Wu Jiang”)
DelSolar Development (Delaware) LLC (“DelSolar Development”)
Clean Focus Renewables Inc.(“CFR”)
USD1 Owner LLC(“USD1”)
Beryl Construction LLC(“Beryl”)
DSS-USF PHX LLC
DSS-RAL LLC
Renewable Energy Solution Limited(“RES”)
Gintech (“Thailand”) Limited(“Gintech (“Thailand”)”)
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar and agriculture-related
business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
%
100.00
%
66.19
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
80.00
%
60.00
%
100.00
%
100.00
%
100.00
%
-
%
-
%
100.00
%
80.06
%
100.00
%
-
%
-
%
100.00
%
100.00
%
-
%
-
%
100.00
%
100.00
%
100.00
%
66.19
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
80.00
%
60.00
%
100.00
%
100.00
%
100.00
7
%
-
4
%
-
2
%
100.00
%
74.30
6
%
100.00
%
-
4
%
100.00
5
%
100.00
%
100.00
%
-
4
%
-
4
%
100.00
%
100.00

Note 1: The subsidiary was deemed as a subsidiary of the Group in accordance with IFRS 10.

Note 2: The Group disposed of all the equity shares in 2022.

Note 3: The Group disposed of all the equity shares in 2023.

Note 4: The Group had liquidated and dissolved in 2022.

Note 5: The Group had liquidated and dissolved in 2023.

Note 6: Please refer to Note 13(a) for the details of subsidiaries.

Note 7: Lianxi Energy Power Ltd. Co. has changed its name to Success Energy Co., Ltd on October 20, 2023.

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

(Continued)

15

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

(d) Foreign currencies

  • (i) Foreign currency transactions

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

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary 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.

  • (ii) Foreign operations

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

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

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

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

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

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

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

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

(Continued)

16

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

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

An entity shall classify a liability as current when:

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

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

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

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

(f) Cash and cash equivalents

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

(g) Financial instruments

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

(i) Financial assets

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

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

(Continued)

17

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

  • 1) Financial assets measured at amortized cost

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

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

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

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

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

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

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

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

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

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

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

  • 4) Impairment of financial assets

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

(Continued)

18

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

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

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

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

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

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

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

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

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

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

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

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

(Continued)

19

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

5) Derecognition of financial assets

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

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

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

  • 2) Equity instrument

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

  • 3) Treasury shares

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

4) Preference shares

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

  • 5) Compound financial instruments

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

(Continued)

20

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

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

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

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

6) Financial liabilities

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

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

  • 7) Derecognition of financial liabilities

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

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

  • (iii) Derivative financial instruments and hedge accounting

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

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

(Continued)

21

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

(h) Inventories

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

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

(i) Non-current assets held for sale (or disposal groups)

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

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

(j) Investment in associates

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

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

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

(Continued)

22

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

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

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

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

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

(k) Joint Arrangements

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

(Continued)

23

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

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

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

(l) Investment property

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

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

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

(m) Property, plant and equipment

(i) Recognition and measurement

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

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

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

(ii) Subsequent expenditure

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

  • (iii) Depreciation

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

(Continued)

24

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

Land is not depreciated.

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

  • 1) Buildings: 15~21 years

  • 2) Machinery and equipment: 4~11 years

  • 3) Other equipment: 3~31 years

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

  • (iv) Reclassification to investment property

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

(n) Leases

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

  • (i) As a leasee

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

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

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

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

  • fixed payments, including in-substance fixed payments;

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

(Continued)

25

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

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

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

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

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

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

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

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

  • there is any lease modifications

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

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

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

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

(ii) As a leasor

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

(Continued)

26

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

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

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

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

(o) Intangible assets

(i) Recognition and measurement

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

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

(ii) Subsequent expenditure

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

  • (iii) Amortization

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

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

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

(p) Impairment of non-financial assets

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

(Continued)

27

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

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 cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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

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

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

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

(q) Provisions

A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

(i) Warranties

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.

(ii) Onerous contracts

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.

(iii) Site restoration

The Group makes provision for its site restoration due to the recovery cost of its power station modules estimated in accordance with Regulations Governing the Installation of Renewable Energy Power Generation Equipment by Bureau of Energy, Ministry of Economic Affairs, wherein the amount is calculated based on the scale of the power station, and the provision is recognized based on the present value of the expected costs for the site restoration.

(Continued)

28

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

(r) Revenue recognition

  • (i) Revenue from contracts with customers

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

  • 1) Sale of goods

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

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

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

  • 2) Construction contracts

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

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

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

(Continued)

29

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

3) Power electric revenue

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

4) Service revenue

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

5) Financing components

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

(s) Employee benefits

(i) Defined contribution plans

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

(ii) Short-term employee benefits

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

(t) Share-based payment

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

(u) Income taxes

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

(Continued)

30

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

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:

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

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

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

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

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

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

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

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

  • 1) the same taxable entity; or

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

(Continued)

31

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

(v) Earnings per share

The Group 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.

(w) Government grants

The Group recognizes an unconditional government grant in profit or loss as other income will be received and the Group will comply with the conditions associated with the grant. Grants that compensate the Group for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.

(x) Operating segments

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

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

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

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

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

Judgment of whether the Group has substantive control over its investees

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

(Continued)

32

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

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:

Impairment of non-financial assets

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

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

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

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

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

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

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

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand, checking accounts and demand deposits
Time deposits
Cash equivalents - repurchase agreements collateralized by bonds
Cash and cash equivalents listed in the consolidated cash flow
statements
December 31,
2023
$ 3,281,298
151,221
1,042,422
$
4,474,941
December 31,
2022
4,746,367
8,701
-
4,755,068

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

(Continued)

33

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

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

December 31,
2023
Financial assets mandatorily measured at fair value through
profit or loss:
Derivatives not used for hedging
Foreign exchange swap contracts
$ 16,022
Long call options
64,669
Embedded derivative-redemption
-
Total
$
80,691
Current
$ 80,691
Non-current
-
Total
$
80,691
Financial liabilities designated at fair value through profit or loss:
Derivatives not used for hedging
Foreign exchange swap contracts
-
Short call options
$ 11,974
Total
$
11,974
Current
$ 331
Non-current
11,643
Total
$
11,974
December 31,
2022
-
70,387
900
71,287
-
71,287
71,287
4,504
21,775
26,279
4,504
21,775
26,279
  • (i) The short call options mentioned above including (1) derived from the loan contract signed with Indiana Municipal Power Agency (IMPA), and IMPA has the right to buy back all of the subsidiary shares which were designated on the specific date. Refer to note 6(p) for more details; (2) Other investor has the right to buy back preference shares of UREE in the specific period.

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

  • (iii) As stated in Note 6(p) and (r), both transactions on long call option between MEGASIXTEEN and its special shareholders and short call option between MEGASIXTEEN and IMPA had been completed in 2023. For details on relevant profit and loss, please refer to Note 6(i).

(Continued)

34

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

  • (iv) The fair value of the derivatives mentioned above is estimated using the Black-Scholes options evaluation model, and the relevant parameters were as follows:
Shorting call options-TEV II
Estimated strike price
Expected volatility
Duration
Discount rate
Longing call options-TEV II
Estimated strike price
Expected volatility
Duration
Discount rate
December 31,
2023
December 31,
2022
USD13,822 thousand
USD13,822 thousand
20.69%
23.78%
1.0 years
2.0 years
11.6533%
11.6533%
USD704 thousand
USD704 thousand
20.40%
23.88%
0.5 years
1.5 years
11.6533%
11.6533%
  • (v) The Group uses derivative financial instruments to hedge the certain foreign exchange and interest rate risk the Group exposures arising from its operating, financing and investing activities. 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:
December 31, 2023
Foreign exchange swap contracts
December 31, 2022
Foreign exchange swap contracts
Foreign exchange swap contracts
Currency Maturity Date
Contract Amount
(in Thousands)
January 8, 2024
USD23,000/ NTD721,809
January 6, 2023~January 18, 2023 USD40,000/ NTD1,223,862
February 15, 2023
USD218/ CNY1,513
USD/NTD
USD/NTD
USD/CNY
  • (vi) Financial instruments revalued at fair value through profit and loss were as follows:
Revaluation of derivatives listed in profit and loss For the years ended
December 31,
2023
2022
$
(69,741)
(115,032)
2023
$
(69,741)

(Continued)

35

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

  • (c) Financial assets at fair value through other comprehensive income
Equity instrument measured at fair value through other
comprehensive income:
Domestic investments
Listed ordinary shares
Unlisted ordinary shares
Overseas investments - unlisted ordinary shares
Total
December 31,
2023
$ 464,101
289,312
8,188
$
761,601
December 31,
2022
333,541
331,001
8,188
672,730
  • (i) The Group’s equity instruments are not held for trading, therefore has been designated at fair value through other comprehensive income.

  • (ii) To strengthen the strategic layout, the Group increase investment EVERGREEN AVIATION TECHNOLOGIES CORPORATION ("EGAT") through ordinary shares $94,500 thousand, in the first quarter of 2022.

  • (iii) Due to the requirement of its business development, the Group increased its investment in UREE through preference shares, at the amount of $119,270 thousand, in the third quarter of 2022, wherein both parties agreed to have call options.

  • (iv) Due to the requirement of its business development, the Group increased its investment in GaN Power Technology Co., Ltd. through ordinary shares, at the amount of $11,100 thousand, in the third quarter of 2023.

  • (v) 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.

  • (vi) During the 2023 and 2022, the dividends of $18,408 thousand and $19,220 thousand, related to equity investments at fair value through other comprehensive income, respectively, were recognized.

  • (vii) During 2023, the Group sold financial assets measured at fair value through other comprehensive gains and losses. The fair value at the time of disposal was $72,283 thousand, and the accumulated disposal proceeds amounted to $25,033 thousand, transferred from other equity to retained earnings. The Group did not dispose any equity instruments in 2022. During the period, the accumulated gains and losses were not transferred into equity.

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

  • (ix) Please refer to Note 8 for details of the above-mentioned financial assets had been pledged as collateral.

(Continued)

36

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

  • (d) Financial assets at amortized cost
Convertible preference shares - Phanes Holding Inc. December 31,
2023
$
-
December 31,
2022
-
  • (i) The Group assessed its expected cash flows until maturity, which covers the entirety of interests and principle, and therefore, measured at amortized costs.

  • (ii) Phanes Holding Inc. a project developer, is an overseas unlisted company. In order to build a long-term cooperative strategic relationship with Phanes Holding Inc. the Group subscribed to the entire five-year callable preference shares (C-Shares III) for 24,000 shares at par value.

  • (iii) The above preference shares carried no voting rights and no dividend rights. Instead they carried preferential rights on dividends specified at 7% of the par value. The preference shares can be redeemed prior to, or later than, the maturity date under the agreement between the Group and Phanes Holding Inc.

  • (iv) The principal amount of the above-mentioned special stock transaction is USD5,000 thousand and the interest receivable is $29,176 thousand. According to the future recoverability which based on the preference shares cash flow assessment, the Group recognized impairment loss on financial assets.

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

  • (e) Notes and accounts receivables

Notes and accounts receivables
Notes and accounts receivable
Accounts receivable from related parties
Less: Loss Allowance
December 31,
2023
$ 1,100,422
-
(32,854)
$
1,067,568
December 31,
2022
2,635,821
126,959
(219,318)
2,543,462
  • (i) The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:

(Continued)

37

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

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Total
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
151 to 180 days past due
More than 181 days past due
Total
December 31, 2023 December 31, 2023
Gross carrying
amount
Weighted-
average loss
rate
$ 818,590
0%~0.000%
70,414
0%~0.143%
109,632
0%~1.097%
36
0%~1.465%
5,862
0%~22.153%
3,789
0%~46.651%
92,099
0%~100%
$
1,100,422
December 31, 2022
Loss allowance
provision
-
89
1,202
-
188
-
31,375
32,854
Weighted-
average loss
rate
0%~0.06%
0%~0.21%
0%~0.47%
0%~1.07%
0%~2.19%
0%~41.67%
0%~100%
Loss allowance
provision
1,018
302
120
245
59
-
217,574
219,318

(ii) The movement in the allowance for notes and accounts receivables were as follows:

Balance at January 1
Impairment loss recognized
Amounts written off
Foreign exchange gains (loss)
Balance at December 31
For the years ended December 31,
2023
2022
$ 219,318
203,677
9,839
99,547
(196,289)
(83,960)
(14)
54
$
32,854
219,318
2023
$ 219,318
9,839
(196,289)
(14)
$
32,854

(iii) The aforementioned notes and accounts receivables of the Group had not been pledged as collateral.

(Continued)

38

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

  • (f) Inventories
Finished goods and products
Raw materials
Construction in progress
Work in progress
December 31,
2023
$ 990,945
294,435
365,686
28,772
$
1,679,838
December 31,
2022
2,074,319
864,010
1,336,701
102,380
4,377,410
  • (i) The constructions in progress listed above were the construction costs incurred to build power plants that the Group intended to sell, wherein one of the foreign applications for extension on its commercial operation, which had been denied by the local authority due to deficiency, resulted in future uncertainty. Please refer to Note 9 for details.

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

Cost of goods sold
Unallocated production overheads
Write-downs and retirement of inventories
Impairment loss on prepayments
Others
Total
For the years ended
December 31,
2023
2022
$ 11,278,687
16,432,511
506,519
265,323
1,709,191
40,833
794,285
-
(4,595)
(72,813)
$
14,284,087
16,665,854
2023
$ 11,278,687
506,519
1,709,191
794,285
(4,595)
$
14,284,087
  • (iii) As of December 31, 2023 and 2022, the inventories of the Group had not been pledged as collateral.

  • (g) Non-current assets held for sale

The equipment and assets and liabilities of the subsidiaries were presented as a disposal group held for sale, as the following.

Assets held for sale December 31,
2023
$
-
December 31,
2022
530,209

(Continued)

39

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

  • (i) The impairment losses, totaling $192,847 thousand, which were measured at the lower of other carrying amount and fair value, less costs to sell, shall be disclosed as other gains and losses in 2022; with the exception of one of the transactions that has yet to be completed as of the reporting date, whose progress has been taken into consideration, resulting in the Group to reclassify the related assets from non-current assets held for sale to property, plant and equipment in 2023.

  • (ii) The Group provides a performance guarantee for the transaction, please refer to Note 9.

  • (h) Investments accounted for using the equity method

Associates
Joint ventures
December 31,
2023
$ 256,302
-
$
256,302
December 31,
2022
231,686
3,696
235,382
  • (i) Please refer to note 13(b) for list of investments, percentage of ownership and main activities.

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

(iii) Associates

  • 1) The Group’s financial information on investments in individually insignificant associates accounted for using the equity method at the reporting date was as follows. This financial information was included in the consolidated financial statements:
Carrying amount of individually insignificant associates’
equity
Attributable to the Group
Net income
Other comprehensive income (loss)
Comprehensive income (loss)
December 31,
2023
December 31,
2022
$
256,302
231,686
For the years ended
December 31,
December 31,
2023
December 31,
2022
$
256,302
231,686
For the years ended
December 31,
2023
$ 7,583
(8,150)
$
(567)
2022
6,655
9,621
16,276

(Continued)

40

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

  • (iv) The Group’s financial information on investments in individually insignificant joint ventures accounted for using the equity method was as follows:
The carrying amount of investments in the individually
insignificant joint ventures
December 31,
2023
December 31,
2022
$
-
3,696
December 31,
2023
December 31,
2022
$
-
3,696
3,696
  • (v) The aforementioned investments accounted for using the equity method of the Group had not been pledged as collateral.

  • (i) Loss of control over a subsidiary

During years ended December 31, 2023 and 2022, the Group sold all of its shares in subsidiaries and loss control of them, with the considerations of $276,489 thousand and $427,897 thousand, respectively, the disposal loss was $44,251 thousand (including the effect of exchange rate changes of $584 thousand) and $648 thousand, which was included in other gains and losses.

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

Bank deposit
Receivables
Construction contracts receivable
Other current assets
Property, plant and equipment
Other assets
Long-term liabilities
Current liabilities
Non current liabilities
Carrying amount of subsidiary’s net assets
For the years ended
December 31,
2023
2022
$ -
11,268
-
55,398
-
1,912
-
97,787
472,334
1,179,531
-
162,525
(333,960)
(993,900)
-
(84,422)
-
(249)
$
138,374
429,850
2023
$ -
-
-
-
472,334
-
(333,960)
-
-
$
138,374

(Continued)

41

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

(j) Property, plant and equipment

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

Cost:
Balance on January 1, 2023
Additions
Disposals
Reclassification
Effect of changes in foreign
exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Additions
Disposals
Reclassification
Transferred from investment
property
Reclassify to assets held for sale
Effect of changes in foreign
exchange rates
Balance on December 31, 2022
Accumulated depreciation and
impairment loss:
Balance on January 1, 2023
Depreciation
Impairment loss
Disposals
Reclassification
Effect of changes in foreign
exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation
Impairment loss
Disposals
Transferred from investment
property
Reclassify to assets held for sale
Effect of changes in foreign
exchange rates
Balance on December 31, 2022
Carrying amounts:
Balance on December 31, 2023
Balance on January 1, 2022
Balance on December 31, 2022
Land
$ 764,280
-
-
-
561
$
764,841
$ 759,135
-
-
-
-
-
5,145
$
764,280
$ -
-
-
-
-
-
$
-
$ -
-
-
-
-
-
-
$
-
$
764,841
$
759,135
$
764,280
Buildings
4,504,773
-
-
-
2,800
4,507,573
4,479,064
-
-
-
45
-
25,664
4,504,773
2,066,532
209,554
-
-
-
754
2,276,840
1,851,219
209,182
38
-
28
-
6,065
2,066,532
2,230,733
2,627,845
2,438,241
Machinery
and
equipment
14,661,114
32,269
(584,299)
1,436,510
4,421
15,550,015
18,659,052
98,726
(3,240,428)
28,190
-
(921,424)
36,998
14,661,114
13,742,566
409,671
246,172
(584,299)
-
2,283
13,816,393
17,196,768
578,870
101,283
(3,237,318)
-
(912,514)
15,477
13,742,566
1,733,622
1,462,284
918,548
Other
equipment
Equipment to be
inspected and
construction in
progress
6,666,705
1,322,260
36,429
2,029,262
(625,818)
-
2,401,198
(2,781,927)
3,246
20
8,481,760
569,615
5,249,960
285,492
244,088
2,948,410
(248,091)
-
2,112,590
(1,911,918)
-
-
(1,019,631)
-
327,789
276
6,666,705
1,322,260
1,921,719
-
376,310
-
34,356
-
(153,484)
-
476,434
-
(517)
-
2,654,818
-
2,171,021
-
251,716
-
125,472
-
(248,091)
-
-
-
(498,332)
-
119,933
-
1,921,719
-
5,826,942
569,615
3,078,939
285,492
4,744,986
1,322,260
Equipment to be
inspected and
construction in
progress
Equipment to be
inspected and
construction in
progress
Total
27,919,132
2,097,960
(1,210,117)
1,055,781
11,048
1,322,260
2,029,262
-
(2,781,927)
20
569,615
285,492
2,948,410
-
(1,911,918)
-
-
276
1,322,260
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
569,615
285,492
1,322,260
29,873,804
29,432,703
3,291,224
(3,488,519)
228,862
45
(1,941,055)
395,872
27,919,132
17,730,817
995,535
280,528
(737,783)
476,434
2,520
18,748,051
21,219,008
1,039,768
226,793
(3,485,409)
28
(1,410,846)
141,475
17,730,817
11,125,753
8,213,695
10,188,315

(Continued)

42

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

(i) Impairment loss

The management implemented the regular impairment evaluating evaluation and testing on 2023 and 2022 December, considering the specific nonfinancial asset’ s business purpose, usage status, and usage methods, the assets are classified according to the cashgenerating unit, and the expected recoverable amount is estimated based on the individual cashgenerating unit.

The Group expects to recover the value of assets through selling the assets, which estimated on selling price minus the disposal cost, as the best estimate of the recoverable amount, and the rest assets are determined on the value in use. The value in use is calculated based on the pretax cash flow forecast of the financial budget, which approved by the management of each cashgenerating unit. The pretax discount rate of estimated value in 2023 and 2022 were 7.78%~11.05% and 10.13%~11.6533%, respectively. It is an aftertax ratio measured based on the interest rate of a Tenyear government bonds in the same currency as the cash flow, and the risk premium is adjusted to reflect the increased risk of general investment in equity and the specific systemic risk of cashgenerating units.

According to the future annual financial forecasts of each cashgenerating unit, the Group estimated the carrying amount of the property, plant and equipment to be higher than its recoverable amount, resulting in the recognition of impairment losses for the years ended December 31, 2023 and 2022, amounting to $280,528 thousand and $33,946 thousand, respectively.

(ii) Collateral

The aforementioned property, plant and equipment had been pledged as collateral. Please refer to Note 8.

  • (iii) For the years ended December 31, 2023 and 2022, capitalized borrowing costs were $30,928 thousand and $32,347 thousand, respectively, relating to the acquisition of constructing factory, with capitalization rates of 2.5947%~3.40% and 1.9439%~3.03%, respectively.

(k) Right-of-use assets

Cost:
Balance at January 1, 2023
Additions
Deductions
Effect of movement in exchange
rates
Balance at December 31, 2023
Land
$ 474,773
-
-
-
$
474,773
Building
1,008,767
442,039
(31,427)
79
1,419,458
Machinery
and
equipment
2,276
-
-
-
2,276
Other
equipment
15,905
6,731
(5,026)
-
17,610
Total
1,501,721
448,770
(36,453)
79
1,914,117

(Continued)

43

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

Balance at January 1, 2022
Additions
Deductions
Reclassification
Effect of movement in exchange
rates
Balance at December 31, 2022
Accumulated depreciation and
impairment losses:
Balance at January 1, 2023
Additions
Deductions
Effect of movements in exchange
rates
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Deductions
Reclassification
Effect of movements in exchange
rates
Balance at December 31, 2022
Carrying amount:
Balance at December 31, 2023
Balance at January 1, 2022
Balance at December 31, 2022
Land
$ 469,151
6,096
(474)
-
-
$
474,773
$ 110,883
28,194
-
-
$
139,077
$ 83,163
28,194
(474)
-
-
$
110,883
$
335,696
$
385,988
$
363,890
Building
46,711
952,796
(10,043)
18,306
997
1,008,767
39,088
78,305
(31,427)
(29)
85,937
23,060
21,609
(9,813)
3,740
492
39,088
1,333,521
23,651
969,679
Machinery
and
equipment
3,930
-
(1,654)
-
-
2,276
759
455
-
-
1,214
1,235
488
(964)
-
-
759
1,062
2,695
1,517
Other
equipment
28,197
10,539
(4,525)
(18,306)
-
15,905
6,154
5,147
(5,026)
-
6,275
9,523
4,844
(4,473)
(3,740)
-
6,154
11,335
18,674
9,751
Total
547,989
969,431
(16,696)
-
997
1,501,721
156,884
112,101
(36,453)
(29)
232,503
116,981
55,135
(15,724)
-
492
156,884
1,681,614
431,008
1,344,837

(l) Investment property

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

(Continued)

44

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

The details of investment property are as follows:

Cost or deemed cost:
Balance at January 1, 2023
(Balance at December 31, 2023)
Balance at January 1, 2022
Additions
Transfer to property, plant and
equipment
Balance at December 31, 2022
Accumulated depreciation and
impairment loss:
Balance at January 1, 2023
Depreciation for the year
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation for the year
Transfer to property, plant and
equipment
Balance at December 31, 2022
Carrying amount:
Balance at December 31, 2023
Balance at January 1, 2022
Balance at December 31, 2022
Fair value:
Balance at December 31, 2023
Balance at December 31, 2022
Properties
Land
Buildings
$
747,300
2,772,531
$ 747,300
2,772,576
-
-
-
(45)
$
747,300
2,772,531
$ -
952,748
-
111,345
$
-
1,064,093
$ -
842,881
-
109,895
-
(28)
$
-
952,748
$
747,300
1,708,438
$
747,300
1,929,695
$
747,300
1,819,783
Right-of-use
asset
Land
Total
209,862
3,729,693
206,561
3,726,437
3,301
3,301
-
(45)
209,862
3,729,693
54,879
1,007,627
13,995
125,340
68,874
1,132,967
39,431
882,312
15,448
125,343
-
(28)
54,879
1,007,627
140,988
2,596,726
167,130
2,844,125
154,983
2,722,066
$
3,267,452
$
3,292,118
Land
$
747,300
$ 747,300
-
-
$
747,300
$ -
-
$
-
$ -
-
-
$
-
$
747,300
$
747,300
$
747,300

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

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

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

(Continued)

45

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

(m) Intangible assets

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

Cost:
Balance at January 1, 2023

Additions
Deductions
Balance at December 31, 2023

Balance at January 1, 2022

Additions
Deductions
Balance at December 31, 2022

Accumulated amortization and impairment losses:
Balance at January 1, 2023

Amortization for the year
Deductions
Balance at December 31, 2023

Balance at January 1, 2022

Amortization for the year
Deductions
Balance at December 31, 2022

Carrying value:
Balance at December 31, 2023

Balance at December 31, 2022
Patent and
Others
$ 9,669
2,089
(2,622)
$
9,136
$ 23,611
720
(14,662)
$
9,669
$ 6,419
2,375
(2,622)
$
6,172
$ 18,808
2,273
(14,662)
$
6,419
$
2,964
$
3,250

The intangible assets of the Group had not been pledged as collateral.

(n) Short-term borrowings

Short-term borrowings
Unsecured bank loans

Range of interest rates
December 31,
2023
$
434,223
2.16%~3.161%
December 31,
2022
1,895,215
2.101%~5.85%

(Continued)

46

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

  • (o) Short-term bills payable
Commercial paper payable
Less: discounts on commercial paper payable
December 31,
2023
$ -
-
$
-
December 31,
2022
100,000
(69)
99,931
  • (p) Long-term liabilities
Secured bank loans
Bank Loan - Syndicated loans
Bank Loan - Power Plant Project Loans
Bank Loan - Medium and Long-Term Loans
Other financing loan
Unsecured bank loans
Bank Loan - Medium and Long-Term Loans
Less: Current portion
Total
Range of interest rates
December 31,
2023
$ 4,067,094
985,067
698,363
366,448
872,173
6,989,145
(2,890,899)
$
4,098,246
2.17%~4.75%
December 31,
2022
4,441,503
375,270
1,000,000
696,853
319,229
6,832,855
(2,839,555)
3,993,300
2.045%~4.75%
  • 1) The long-term loan contracts listed above will expire in November 2043.

  • 2) Compliance with loan contracts

  • a) The Group entered into a syndicated loan contract with FMO Bank and DEG Bank. According to the terms and conditions on the contract, it requires the borrower, JRC, to maintain certain financial ratios based on their annual and semiannual consolidated financial reports, wherein the balance of the special reserve account should not be below USD$3,000 thousand. The Group had sold the subsidiaries in the second quarter of 2022.

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

(Continued)

47

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

  • c) The Group entered into a long-term loan agreement with Bank SinoPac. According to the terms and conditions on the contract, it requires the borrower, Yong Liang, to maintain certain financial ratios during the credit period. The financial ratios as of December 31, 2023, are in compliance with the above requirements.

  • d) The Group entered into middle-to-long-term guaranteed loan with CATHAY BANK. According to the terms and conditions on the contract, it requires the borrower, MEGATWELVE, MEGATHIRTEEN and ASSETTHREE to maintain certain financial ratios based on its annual financial reports during the credit period. The loan had already been repaid in February 2022.

  • e) The Group entered into $6 billion syndicated loans with First Bank in the third quater of 2021. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period. As of December 31, 2023, although the Interest Protection Multiples (IPM) and its tangible equity did not meet the above requirements, no breach of contract was committed. Instead, the Group 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.

  • f) The Group entered into a $4.5 billion syndicated loan with First Bank. According to the terms and conditions on the contract, it requires Utech’s to maintain certain financial ratios based on its annual financial reports during the credit period. The abovementioned syndicated loans and other loans which were lent by other banks had expired on September 30, 2023. The Group completed the negotiation to extend the maturity date to September 30, 2024, and the financial ratios before the maturity date need not be reviewed. As of December 31, 2023, the balance of bank loan was $2,227,733 thousand.

  • g) The Group entered into $6.8 billion syndicated loans with First Bank in the third quater of 2023. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period. As of December 31, 2023, although the Interest Protection Multiples (IPM) and its tangible equity did not meet the above requirements, no breach of contract was commited. Instead, the Group 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.

(Continued)

48

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

3) Other loan agreements

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

The performance of its embedded derivative resulted in the Group's long-term borrowings from IMPA in December 2017 to be paid off in December 2023.

  • 4) Please refer to note 8 for details of the guarantee situation of the consolidated company using assets to set mortgage for bank loans.

(q) Bonds payable

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

Issuance amount
Unamortized discount
Accumulated converted amount
Less: Current portion
Ending balance of bonds payable
Embedded derivative componentredemption rights (recorded
as financial assets at fair value through profit or loss - non-
current)
Equity componentconversion right (recorded as capital
surplus)
Embedded derivative componentrevaluation (loss) profit on
redemption rights (recorded as other gains and losses)
Interest expense
December 31,
2023
December 31,
2022
$ 3,000,000
3,000,000
(13,819)
(30,685)
(100)
-
(2,986,081)
-
$
-
2,969,315
$
-
900
$
177,360
177,366
For the year ended
December 31,
2023
2022
$
(900)
(6,000)
$
16,866
16,865

(Continued)

49

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

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

3rd domestic unsecured convertible bonds

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

Put option None Conversion period of convertible bonds

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. The conversion price has been adjusted to $20.4 at present.

Conversion price

(r) Preference share liabilities

Class A preference shares
Less: Current portion
Total
December 31,
2023
$ 1,988
(1,988)
$
-
December 31,
2022
6,986
(6,986)
-

(Continued)

50

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

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

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

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

In addition, the Group has the right to purchase all the Class A preference shares from its shareholders on a specified date. The above right is an embedded derivative call option, which is a financial asset designated at fair value through profit and loss at initial recognition that is not closely related to the host contract, among which, the call option of MEGASIXTEEN was completed in 2023. Please refer to the note 6(b) for more details.

(s) Lease liabilities

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

(Continued)

51

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

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

Current
Non-current
December 31,
2023
$
114,019
$
1,716,006
December 31,
2022
95,525
1,376,919

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

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities

Variable lease payments not included in the measurement of lease
liabilities

Expenses relating to short-term leases

Expenses relating to leases of low-value assets, excluding short-
term leases of low-value assets
For the years ended
December 31,
2023
2022
$
37,168
17,169
$
23,515
43,478
$
5,225
14,216
$
771
366
For the years ended
December 31,
2023
2022
$
37,168
17,169
$
23,515
43,478
$
5,225
14,216
$
771
366
2023
$
37,168
$
23,515
$
5,225
$
771
17,169
43,478
14,216
366

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

Total cash outflow for leases
(t)
Provisions
Balance at January 1, 2023
Provisions made during the year
Provisions reversed during the year
Balance at December 31, 2023
Balance at January 1, 2022
Provisions made during the year
Provisions transferred out during the year
Provisions reversed during the year
Balance at December 31, 2022
Warranties
$ 121,556
23,865
(17,087)
$
128,334
$ 92,972
28,724
(140)
-
$
121,556
2023
$
138,071
Onerous
contract
Site
restoration
-
116,412
-
46,399
-
-
-
162,811
64,746
8,075
-
108,337
(109)
-
(64,637)
-
-
116,412
2022
137,684
Total
237,968
70,264
(17,087)
291,145
165,793
137,061
(249)
(64,637)
237,968

(Continued)

52

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

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

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

  • (iii) The provision made by the Group for its site restoration cost is recognized under the provision for the module recovery expense in accordance with Regulations Governing the Installation of Renewable Energy Power Generation Equipment and the expected costs for the site restoration.

(u) Operating lease

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

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

Less than one year
One to five years
More than five years
Total undiscounted lease payments
December 31,
2023
$ 148,712
215,100
44,847
$
408,659
December 31,
2022
323,128
224,048
46,494
593,670

Rental income generated from investment properties in 2023 and 2022 (relating expenses are already deducted), please refer to note 6(ac).

(v) Employee benefits

The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act.

The total periodic pension costs of other subsidiaries were recognized as current expenses in accordance with the local regulations of their respective jurisdictions where they are domiciled.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $49,981 thousand and $54,382 thousand for the years ended December 31, 2023 and 2022, respectively.

(Continued)

53

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

  • (w) Income Taxes

  • (i) Components of income tax of the Group were as follows:

For the years ended For the years ended
December 31,
2023 2022
Current tax expense $ 8,538 6,616
Deferred tax expense 213,620 1,080
Income tax expense $ 222,158 7,696
  • (ii) For the years ended December 31, 2023 and 2022, there was no income tax recognized in other comprehensive income.

  • (iii) Reconciliation of income tax and profit (loss) before tax for 2023 and 2022 was as follows:

Profit (loss) excluding income tax
Income tax using the Company’s domestic tax rate
Effect of tax rates in foreign jurisdiction
Tax effect of permanent differences
Change in unrecognized temporary differences
Others
Total
For the years ended
December 31,
For the years ended
December 31,
2023
$
(3,692,800)
$ (738,560)
16,389
(31,432)
773,817
201,944
$
222,158
2022
946,443
189,289
7,781
(55,689)
(178,336)
44,651
7,696
  • (iv) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets and liabilities

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

Unrecognized deferred tax assets
Tax losses
Tax effect of deductible Temporary Differences
Total
December 31,
2023
$ 3,796,602
2,312,521
$
6,109,123
December 31,
2022
3,504,763
1,830,543
5,335,306

(Continued)

54

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

The Group have not recognized any deferred tax liabilities in December 31, 2023 and 2022.

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2023 and 2022 were as follows:

follows:
Loss
carryforwards
and other
Deferred tax asset
Balance on January 1, 2023 $ 649,096
Recognized in profit or loss (234,921)
Foreign currency translation differences for foreign operations 8
Balance on December 31, 2023 $ 414,183
Balance on January 1, 2022 $ 629,448
Recognized in profit or loss 18,949
Foreign currency translation differences for foreign operations 699
Balance on December 31, 2022 $ 649,096
Deferred tax liabilities
Balance on January 1, 2023
Recognized in profit or loss
Balance on December 31, 2023
Balance on January 1, 2022
Recognized in profit or loss
Balance on December 31, 2022
Unrealized
gains on
financial
instruments at
fair value
through profit
or loss
$ 33,678
(29,161)
$
4,517
$ 36,488
(2,810)
$
33,678
Gain on
increase in
subsidiaries at
a percentage
different from
its existing
ownership
percentage
7,301
-
7,301
7,301
-
7,301
Other
22,839
7,860
30,699
-
22,839
22,839
Total
63,818
(21,301)
42,517
43,789
20,029
63,818

(v) The Group’s tax returns for the years through 2021 were assessed by the National Tax Bureau.

  • (x) Capital and other equity

  • (i) Ordinary shares

Authorized share capital
Issued share capital
Total shares issued
December 31,
2023
$
36,000,000
$
16,277,954
1,627,795
December 31,
2022
36,000,000
16,277,905
1,627,791

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

(Continued)

55

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

(ii) Capital surplus

The Company’s capital surplus includes share premium, conversion right of convertible bonds, change in equity of subsidiaries, associates and joint venture under equity method, restricted shares for employees, and treasury stock transactions, etc.

The resolution was approved during the general meetings of the shareholders held on June 24, 2022 to offset the deficit against the capital surplus of $822,510 thousand.

(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. The appropriation for legal reserve is discontinued when the balance of the legal reserve equals the total authorized capital. Aside from the aforesaid, the Company may, under its Articles of Incorporation or as required by the government, appropriate or reverse for special reserve. The remaining balance of the earnings, if any, may be appropriated according to the Board of Directors. Besides, if the distribution plan is issuing new shares, it should be appropriated according to a resolution of a shareholder’s meeting.

In accordance with the Company Law, two thirds of directors must be present in the board meeting, and more than half of the directors present agree, then the Board of Directors is authorized to distribute dividends, bonuses or all or a portion of the legal reserve and capital surplus as stipulated in Item 1 of Article 241 of the Company Law in the form of cash, which is reported to the shareholders’ meeting.

In principle, the Group distributes dividends via both shares and cash as their dividend policy, and cash dividends should not be less than 10% of total dividends distributed.

The company's board of directors resolved the profit distribution plan for the year of 2022 on March 13, 2023, and reported on the shareholders' meeting on June 28, 2023. The amount is as follows:

Dividends distributed to ordinary shareholders:
Cash
For the year ended
December 31, 2022
For the year ended
December 31, 2022
dividend per
share
(dollar/share)
$ 0.1
Amount
162,779

The offset of accumulated deficits for 2021 had been resolved, during the shareholder’ s meeting held on June 24, 2022. Related information would be available at the Market Observation Post System website.

(Continued)

56

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

(iv) Treasury shares

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

Balance at December 31, 2023
Balance at December 31, 2022
Number of shares
held
(in thousands
of shares)
$
1,066
$
1,066
Carrying
Amount
18,699
18,699
Market Price
15,665
22,006

The shares of the Group held by Utech has been treated as treasury shares. They were same as general shareholders except for the rights of cash injection and the rights of voting.

(y) Share-based payment

As of December 31, 2023 and 2022, the Group's restricted share plan for employees are as follows:

(i) Restricted employee shares

Grant date
Number of shares granted (in thousand shares)
Contract term
Recipients
Vested conditions
Other conditions
Restricted share plan for
employees
Issued in 2020
August 11, 2020
795
2 years
Employees of the Company
Still in service two years
after the grant date
The Group will reduce
capital and adjust the
number of forfeited shares

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

Expressed in Thousands of shares

Outstanding at 1 January (number)
Vested during the year (number)
Forfeited during the year (number)
Outstanding at 31 December (number)
For the years ended
December 31,
2023
2022
-
148
-
(124)
-
(24)
-
-
2023
-
-
-
-

(Continued)

57

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

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

Wages expense

For the years ended
December 31,
2023
2022
$ - 652

(z) Earnings (loss) per share

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

Basic earnings (loss) per share:
Profit (Loss) attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares outstanding (in
thousands of shares)
Earnings (Loss) per share
Diluted earnings per share:
Profit attributable to ordinary shareholders of the Company
Bonds discount and amortized issuance costs
Total amount
Weighted average number of ordinary shares outstanding (in
thousands of shares)
Effect of convertible bonds (in thousands of shares)
Effect of employee bonuses (in thousands of shares)
Weighted average number of ordinary shares (diluted) (in
thousands of shares)
Diluted earnings per share
For the years ended
December 31,
2023
2022
$
(3,888,981)
993,643
1,626,729
1,626,649
$
(2.39)
0.61
$ 993,643
13,492
1,007,135
1,626,649
143,541
1,930
1,772,120
$
0.57

The ordinary share equivalents of the Group in 2023 were not included in this calculation due to their anti-dilutive effects.

  • (aa) Revenue from contracts with customers

(i) Disaggregation of revenue:

Major products
Solar products
Other
For the years ended
December 31,
For the years ended
December 31,
2023
$ 11,569,283
946,944
$
12,516,227
2022
17,243,918
1,564,133
18,808,051

(Continued)

58

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

(ii) Contract balance

Notes and accounts receivable
Contract assets
OEM contract
Construction contract
Less: allowance for impairment
Contract assets - current
Contract liabilities
Sales of products
Construction contract
Contract liabilities - current
December 31,
2023
$
1,067,568
$ 93,749
86,308
(16,801)
$
163,256
$ 552,649
28,027
$
580,676
December 31,
2022
2,543,462
43,518
295,789
-
339,307
360,283
20,821
381,104
January 1,
2022
2,096,909
105,607
109,580
-
215,187
477,713
28,953
506,666
  • 1) The details on accounts receivable and allowance for impairment, please refer to note 6(e).

  • 2) The beginning balance of contract liabilities recognized as revenue from January 1 to December 31, 2023 and 2022 were $342,131 thousand and $473,847 thousand, respectively.

  • 3) Contract asset is providing OEM contracts for customers that exchange equivalent consideration rights and recognized construction income which has not yet been requested until the reporting date.

  • (ab) Employee compensation and directors’ remuneration

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

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

(Continued)

59

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

The remunerations to employees and directors amounted to $39,857 thousand and $3,986 thousand, respectively, for the year ended December 31, 2022. The estimated amounts mentioned above are calculated based on the net profit before tax excluding the remunerations to employees and directors of each period, multiplied by the percentage of remunerations to employees and directors as specified in the Company's articles. These remunerations were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder’ meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. Shares distributed to employees as employee’ remuneration are calculated based on the closing price of the Company’s shares on the day before the approval by the Board of Directors. Due to accumulated loss for the year ended December 31, 2023, the Group did not estimate its employees’ and directors’ remuneration. The remunerations to employees and directors amounted to $39,857 thousand and $3,986 thousand, respectively, for the year ended December 31, 2022, which was no different from the resolution of the board of directors. Related information would be available at the Market Observation Post System website.

  • (ac) Non-operating Income and Expenses

  • (i) Other income

Lease income
Dividend income
Other income
2023
$ 192,268
18,408
64,628
$
275,304
2022
198,850
19,220
126,864
344,934

(ii) Other gains and losses

Gains (Losses) on disposal of investments
Gains on foreign currency exchange
Gains on disposal of property, plant and equipment and
power facilities business
Losses on financial assets and liabilities
Impairment loss on property, plant and equipment
Expected credit losses
Impairment loss on non-current assets held for sale
Other
2023
$ 44,251
16,807
5,114
(69,741)
(280,528)
(298,610)
-
(102,836)
$
(685,543)
2022
(648)
224,574
33,529
(115,032)
(105,248)
-
(121,545)
206,234
121,864

(Continued)

60

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

  • (i) The Group didn't fulfill the procurement agreement with the supplier K, who won the lawsuit in the high court on January 27, 2021. Therefore, the Group recognized compensation losses on December 31, 2020. The Group has reached a settlement with the supplier K on August 19, 2022, and has reversed compensation losses $526,152 thousand.

  • (ii) The clients FD Co. and FE Co. claimed damages from the Group according to the procurement agreement, the Group has reached a settlement with FD Co. and FE Co. on October 26, 2022. The Group has recognized $156,800 thousand as compensation losses.

  • (iii) FM Co., one of the Group's clients, claimed that the products, which were not delivered according to the purchase order schedule, failed to meet their specifications and quality requirements, resulting in FM Co., to file a lawsuit against the Group demanding for compensation for the damage, wherein the court ruled in favor of FM Co. in the third quarter of 2023. However, both parties reached a settlement in the fourth quarter of 2023, in which the Group recognized $53,506 thousand as compensation losses.

  • (ad) Financial Instruments

  • (i) Credit risk

    • 1) Credit risk exposure

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

  • 2) Concentration of credit risk

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

  • 3) Credit risk of receivables and debt securities

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

(Continued)

61

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated 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, 2023
Non-derivative financial liabilities
Bank borrowings
Bonds Payable
Lease liabilities
Non-interest bearing liabilities
Derivative financial liabilities (Note)
Inflow
Outflow
December 31, 2022
Non-derivative financial liabilities
Bank borrowing
Bonds payable
Short-term bills payable
Lease liabilities
Non-interest bearing liabilities
Derivative financial liabilities (Note)
Inflow
Outflow
Contractual
cash flows
$ 8,190,883
2,999,900
2,196,297
2,156,866
(721,809)
705,787
$ 15,527,924
$ 9,381,426
3,000,000
100,000
1,803,759
2,836,909
(1,230,535)
1,235,039
$ 17,126,598
Within 1
year
3,520,232
2,999,900
161,127
2,156,866
(721,809)
705,787
8,822,103
4,923,997
-
100,000
117,791
2,836,909
(1,230,535)
1,235,039
7,983,201
1-2 years
886,992
-
142,307
-
-
-
1,029,299
2,632,825
3,000,000
-
114,490
-
-
-
5,747,315
2-3 years
1,779,283
-
134,639
-
-
-
1,913,922
422,340
-
-
112,453
-
-
-
534,793
Over 3
years
2,004,376
-
1,758,224
-
-
-
3,762,600
1,402,264
-
-
1,459,025
-
-
-
2,861,289

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

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

(Continued)

62

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

(iii) Market risk

1) Currency risk

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

Financial assets
Monetary items
USD
EUR
GBP
Non-Monetary items
MYR
Financial liabilities
Monetary items
USD
EUR
D ecember 31, 2023 NTD
1,877,957
97,111
1,137
79,147
864,035
36,536
D ecember 31, 2022
Foreign
currency
(in thousands)
$ 61,042
2,852
29
12,328
28,085
1,073
Exchange
rate
30.7650
34.0500
39.2000
6.4200
30.7650
34.0500
Foreign
currency
(in thousands)
123,424
5,878
952
12,098
72,816
5,662
Exchange
rate
NTD
30.7300
3,792,820
32.7500
192,505
37.0400
35,262
6.6920
80,960
30.7300
2,237,636
32.7500
185,431

The Group’s exposure to currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, and accounts and other payables that are denominated in foreign currency. The weakening or strengthening of 1% on the above-mentioned foreign currency against the New Taiwanese Dollars would have increased or decreased and decreased or increased the net profit (loss) before tax for the years ended December 31, 2023 and 2022 by $10,756 thousand and $15,975 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the two periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2023 and 2022, foreign exchange gain (loss) (including realized and unrealized portions), please refer to note 6 (ac).

2) Interest rate risk

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

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

(Continued)

63

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

If the interest rate had increased or decreased by 0.25%, the Group’s net income (loss) would have increased or decreased by $5,166 thousand and decreased or increased $4,446 thousand for the years ended December 31, 2023 and 2022 with all other variable factors remaining constant. This is mainly due to the exposure of the fair value interest rate risk of the Group’s variable interest rate deposit and loans.

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

3) Other market price risk

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

Prices of securities at the reporting date
2023
Increasing 5%
$
23,205
Decreasing 5%
$
(23,205)
2022
16,667
(16,667)
  • 4) Fair value of financial instruments

  • a) Fair value hierarchy

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

(Continued)

64

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

Book value
Financial assets at fair value through
profit and loss
Derivative financial assets
$
80,691
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
$ 464,101
Non-quoted equity instruments
measured at fair value
297,500
Subtotal
$
761,601
Financial assets measured at
amortized cost
Cash and cash equivalent
$ 4,474,941
Accounts receivable (including
related parties)
1,067,568
Other financial assets
2,228,561
Refundable deposits
175,340
Other non-current assets
332,859
$
8,279,269
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
$
11,974
Financial liabilities measured at
amortized cost
Long-term and short-term borrowings
7,423,368
Bonds payable
2,986,081
Accounts payable (including related
parties)
668,796
Lease liabilities
1,830,025
Preference share liabilities
1,988
Other financial liabilities
1,488,070
$
14,398,328
December 31, 2023 December 31, 2023 December 31, 2023
Fair Value
Level 1
-
232,051
-
232,051
-
Level 2
16,022
232,050
-
232,050
-
Level 3
64,669
-
297,500
297,500
11,974
Total
80,691
464,101
297,500
761,601
11,974

(Continued)

65

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

Book value
Financial assets at fair value through
profit and loss
Derivative financial assets
$
71,287
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
$ 333,541
Non-quoted equity instruments
measured at fair value
339,189
Subtotal
$
672,730
Financial assets measured at
amortized cost
Cash and cash equivalent
$ 4,755,068
Accounts receivable (including
related parties)
2,543,462
Other financial assets
1,080,324
Refundable deposits
156,092
Other non-current assets
445,906
$
8,980,852
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
$
26,279
Financial liabilities measured at
amortized cost
Bonds payable
$ 2,969,315
Long-term and short-term borrowings
8,728,070
Short-term bills payable
99,931
Accounts payable (including related
parties)
1,194,056
Lease liabilities
1,472,444
Preference share liabilities
6,986
Other financial liabilities
1,642,853
$
16,113,655
December 31, 2022 December 31, 2022 December 31, 2022
Fair Value
Level 1
-
152,171
-
152,171
-
Level 2
-
181,370
-
181,370
4,504
Level 3
71,287
-
339,189
339,189
21,775
Total
71,287
333,541
339,189
672,730
26,279

b) Valuation techniques for financial instruments not measured at fair value

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

  • i) Financial assets measured at amortized cost

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

(Continued)

66

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

  • 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.

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

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

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

  • ii) Derivative financial instruments

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

(Continued)

67

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

d) Transfer between Level 1 and level 3

The shares of EGAT held by the Group are classified as financial assets measured at fair value through other comprehensive income. The fair values on December 31, 2023 and 2022 were $81,375 thousand and $68,108 thousand respectively. The company’ s stock was classified as Level 3 because it had no public market quotation and the fair value was measured using significant unobservable inputs on December 31, 2022. The shares of EGAT began to be listed, and there were quotations in the active market in March 2023. Therefore, its fair value measurement was transferred from Level 3 to Level 1 on March 31, 2023. There were no such situation for the year ended December 31, 2022.

e) Reconciliation of Level 3 fair values

The changes in Level 3 fair values for the years ended December 31, 2023 and 2022 are as follows:

Opening balance
Additions / Disposals
Total gains and losses recognized in profit
and loss
Total gains and losses recognized in other
comprehensive income
Reclassification
Transfer from Level 3
Effect of exchange rate changes
Ending balance
Derivative instrument -
Net of fair value measured
through profit and loss
2023
2022
$ 49,512
112,146
-
(85,325)
3,130
10,570
-
-
-
-
-
-
53
12,121
$
52,695
49,512
Non quoted equity
instrument - fair value
through other
comprehensive income
Non quoted equity
instrument - fair value
through other
comprehensive income
2023
$ 49,512
-
3,130
-
-
-
53
$
52,695
2023
339,189
11,100
-
15,319
-
(68,108)
-
297,500
2022
55,887
228,262
-
49,424
5,616
-
-
339,189

As of December 31, 2023 and 2022, the total gains and losses were included in “other gains and losses” and “unrealized gains and losses of financial assets at fair value through other comprehensive income”. The relevant assets were as follows:

2023
tal gains and losses recognized:
In gains and losses, and presented in “other gains
and losses”
$
3,130
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets
at fair value through other comprehensive
income”
$
15,319
2022
10,570
49,424

Total gains and losses recognized:

(Continued)

68

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

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

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

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

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets
measured at fair
value through
profit and loss -
derivatives
instruments (long
call options and
short call
options)
Financial assets
measured at fair
value through
other
comprehensive
income - equity
instruments
without an active
market
Financial assets
measured at fair
value through
other
comprehensive
income - equity
instruments
without an active
market
Valuation
technique
Option pricing
model
Market Approach
Income Approach
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs
and fair value
measurements
‧Stock price volatility
(20.69%~28.32% for
December 31, 2023 and
23.78%~27.82% for
December 31, 2022,
respectively)
˙The higher the
volatility of the stock
price, the higher the
fair value of longing
the call option and
lower the fair value
of shorting the call
option
‧Discount for Lack of
Marketability (10% for
and December 31, 2022)
‧Price-Book Ratio (1.8 for
December 31, 2022)
‧The higher the
Discount for Lack of
Marketability, the
lower the fair value
‧The higher the ratio,
the higher the fair
value
‧Discount rate (11.6081%
for December 31, 2023
and 15.7236% for
December 31, 2022,
respectively)
‧The higher the ratio,
the lower the fair
value

(Continued)

69

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

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

Input value
December 31, 2023
Financial assets measured at fair
23.88%
value through profit and loss - derivatives
instruments (long call options)
23.88%
Financial liabilities measured at fair
20.69%
value through profit and loss - derivatives
instruments (short call options)
20.69%
Financial liabilities measured at fair
28.32%
value through profit and loss - derivatives
instruments (short call options)
28.32%
Financial assets measured at fair value
11.6081%
through other comprehensive income - equity
instruments without an active market
11.6081%
December 31, 2022
Financial assets measured at fair
23.88%
value through profit and loss - derivatives
instruments (long call options)
23.88%
Financial liabilities measured at fair
23.78%~27.82%
value through profit and loss - derivatives
instruments (short call options)
23.78%~27.82%
Financial assets measured at fair
10%
value through other comprehensive income -
equity instruments without an active market
10%
Financial assets measured at fair
1.8
value through other comprehensive income -
equity instruments without an active market
1.8
Financial assets measured at fair value
15.7236%
through other comprehensive income - equity
instruments without an active market
15.7236%
Increase
(+) or
decrease
(-)
The effect of
fair value fluctuations
in profit and loss
Favorable
Unfavorable
-
-
-
-
-
(964)
307
-
-
(410)
407
-
-
-
-
-
-
-
-
-
-
(5,839)
4,637
-
-
-
-
-
-
-
-
-
-
-
-
-
The effect of fair value
fluctuations in other
comprehensive income
Favorable
Unfavorable
-
-
-
-
-
-
-
-
-
-
-
-
-
(9,299)
9,908
-
-
-
-
-
-
-
-
-
-
(3,784)
3,784
-
3,405
-
-
(3,405)
-
(34,037)
64,095
-
Favorable
-
-
-
307
-
407
-
-
-
-
-
4,637
-
-
-
-
-
-
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
+0.5%
-0.5%
+5%
-5%
+5%
-5%
+3%
-3%

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

(Continued)

70

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

  • (ae) Financial risk management

  • (i) Overview

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

  • 1) Credit risks

  • 2) Liquidity risk

  • 3) Market risk

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

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

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

(af) Capital management

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

The main management of the Group regularly reviews the Group's capital structure, including the cost of various capital and related risks. In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabilities. There were no such significant changes in the debt ratio at December 31, 2023 and 2022.

The Group's objectives for managing its capital to safeguard the capacity to continue its operation took into account the debts and the optimization of the balance of its shareholder's equity to maximize the shareholders' returns.

(Continued)

71

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

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

The Group’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2023 and 2022, were as follows:

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

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

Long-term borrowings
Short-term borrowings
Shor-term bills payable
Lease liabilities
Preference share liabilities
Bonds payable
Total liabilities from financing activities
Long-term borrowings
Short-term borrowings
Shor-term bills payable
Lease liabilities
Preference share liabilities
Bonds payable
Total liabilities from financing activities
January 1,
2023
$ 6,832,855
1,895,215
99,931
1,472,444
6,986
2,969,315
$
13,276,746
January 1,
2022
$ 5,960,245
50,389
221,253
619,119
16,500
2,952,450
$
9,819,956
Cash flows
99,454
(1,452,041)
(100,000)
(71,392)
(8,695)
-
(1,532,674)
Cash flows
710,225
1,847,295
(121,300)
(62,455)
(17,799)
-
2,355,966
Foreign
exchange
movements
and others
December 31,
2023
56,836
6,989,145
(8,951)
434,223
69
-
428,973
1,830,025
3,697
1,988
16,766
2,986,081
497,390
12,241,462
Foreign
exchange
movements
and others
December 31,
2022
162,385
6,832,855
(2,469)
1,895,215
(22)
99,931
915,780
1,472,444
8,285
6,986
16,865
2,969,315
1,100,824
13,276,746
Foreign
exchange
movements
and others
December 31,
2023
56,836
6,989,145
(8,951)
434,223
69
-
428,973
1,830,025
3,697
1,988
16,766
2,986,081
497,390
12,241,462
Foreign
exchange
movements
and others
December 31,
2022
162,385
6,832,855
(2,469)
1,895,215
(22)
99,931
915,780
1,472,444
8,285
6,986
16,865
2,969,315
1,100,824
13,276,746
6,832,855
1,895,215
99,931
1,472,444
6,986
2,969,315
13,276,746

(Continued)

72

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

(7) Related-party transactions:

  • (a) Name and relationship with related parties
Name and relationship with related parties
Name of related party Relationship with the Group
Phanes Holding Inc. Other related party
Oryx Solar System Solutions LLC Other related party
Solarbright energy Co., Ltd. (“Solarbright”) Associate
Apex Solar Corporation (“Apex”) Associate
Clean Focus Yield Limited (“CFY”) Other related party
Clean Focus Corporation (“CFC”) Other related party
Verde Solar Inc. Other related party
V5 Technologies Co., Ltd. Associate
Gintung energy Corporation Associate
CF MN DevCo One LLC Joint venture (Note 1)
CF MN DevCo Two LLC Joint venture (Note 1)
NSP ET CAP MN HOLDINGS LLC Joint venture

Note 1: The company had been liquidating and dissolving in the fourth quarter of 2023.

  • (b) Significant transactions with related parties

  • (i) Sales, accounts receivable, contract assets and contract liabilities

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

Associates For the years ended
December 31,
For the years ended
December 31,
2023
$
89,942
2022
211,618

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

Associates
Apex
Other related parties
CFC
December 31, 2023
Contract
Assets
29,349
-
29,349
December 31, 2022 December 31, 2022
Accounts
Receivable
$ -
-
$
-
Accounts
Receivable
-
126,959
126,959
Contract
Assets
66,653
-
66,653

(Continued)

73

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

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

Associates December 31,
2023
$
7,946
December 31,
2022
20,608
  • (ii) Purchases and accounts payable

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

Associates
For the years ended
December 31,
For the years ended
December 31,
2023
$
-
2022
3,996
  • (iii) The following are mainly generated from mutual advance payments for building power facilities between the Group and related parties, which were including in other receivables and other current liabilities:
Associates
Joint ventures
Other related parties
CFC
Less: Impairment allowance
Associates

Joint ventures
Other receivables(classified as
other financial asstes and other
non-current assets)
December 31,
2023
December 31,
2022
$ 398
381
11,691
51,419
263,857
183,073
(255,704)
(11,677)
$
20,242
223,196
Other current liabilities
December 31,
2023
December 31,
2022
$ -
6,595
-
24,206
$
-
30,801
December 31,
2023
$ -
-
$
-

(iv) Purchase of property, plant and equipment

Other related parties
Payables on equipment
(classified as other current
liabilities)
December 31,
2023
December 31,
2022
$
2,169
2,166
Payables on equipment
(classified as other current
liabilities)
December 31,
2023
December 31,
2022
$
2,169
2,166
December 31,
2022
2,166

(Continued)

74

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

  • (v) Disposal of investee companies that adopt equity method

The Group invested in 28.67% of CFY’s shares, with the right of redemption. Both parties agreed the Group require CFY to redeem all of its shares with certain conditions. The right has

been executed by the Group in 2020, with the execution price of $1,649,963 thousand. In addition, as of December 31, 2023 and 2022, the remaining balance on the above disposal amounting to $111,535 thousand and $111,409 thousand, respectively, which has not yet be collected.

  • (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,
2023
$ 51,666
977
-
$
52,643
2022
62,681
1,235
151
64,067

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

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Property, plant and equipment

Investment property
Financial assets at fair value through other comprehensive income
Restricted bank deposit (accounted for as other financial assets and
other non-current assets)
Refundable deposit
December 31,
2023
$ 4,379,412
2,367,281
629,096
2,365,038
175,340
$
9,916,167
December 31,
2022
3,637,226
2,468,628
504,755
1,017,682
156,092
7,784,383

(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,
2023
$
-
$
213
$
2,499,961
December 31,
2022
-
7,961
2,499,312

(Continued)

75

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

  • (ii) The Group provides a performance guarantee for the sales of the solar power plant by the subsidiary, which has been approved by the board of directors in 2023. The guarantee includes the legality of the transactions and no tax arrears or other uncertainties. The guarantee amounts is equivalent to $830,420 thousand.

  • (iii) The Group have obtained orders for power facility construction and contracted the projects out to developers and contractors. The Group entered into construction and materials contract with several contractors, and the unpaid amounts were as follows:

Unpaid amount December 31,
2023
$
1,544,924
December 31,
2022
3,182,335
  • (iv) The Group agreed to have an obligation to sell the shares of the investees in the specific period, please refer to note 6(b).

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

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

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

suppliers’ operations as follows:
Advance payment
Accumulated impairment loss
December 31,
2023
$
2,007,444
$
909,648
December 31,
2022
2,091,757
164,853
  • (viii) As of December 31, 2023 and 2022, the Group issued guarantee for Directorate General of Customs and sales project, amounting to $740,014 thousand and $804,976 thousand, respectively.

(Continued)

76

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

  • (b) Contingencies

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

  • (ii) The Group and its subcontractor, FN Co., had a disagreement in the interpretation of the payment terms for the second phase of the construction and materials contract. For this reason, FN Co. requested $79,841 thousand from the Group with a payment order. The Group assessed that FN Co. did not complete the contract requirements, so the Group objected to the abovementioned payment order and will enter into litigation. However, the litigation process has not yet started, and the request of FN Co. has not been fulfilled according to the contract. Therefore, the Group evaluates that the case should not have an immediate or significant impact on its finance or business.

  • (iii) The Group, FP and FQ Co. claimed for the arbitration due to a dispute over the maintenance contract. The Group has recognized estimated losses and will make necessary adjustments in the future depends on the results of the settlement.

  • (iv) The Group’s supplier, G Co. had the dispute with CE Co., and CE Co. filed a garnishment and transfer order to the Group, and requested $70,480 thousand with 5% interest annually. In this case, CE Co. was ruled in favor of the first instance, and the Group has assessed and recognized possible losses. However, the Group appealed for the inaccuracies in the judgment. In 2021, the second instance ruled that the Group won the case, and the Supreme Court has now remanded it for retrial due to doubts about the application of laws and regulations.

  • (v) The Group invested in the construction of solar power plants in Mexico according to its strategic overseas expansion plan. However, at the end of August 2023, the Mexican Energy Regulatory Commission notified the Group that its application for extension on commercial operation in November 2020 has been denied due to deficiency and changes in the local energy policy, resulting in future uncertainty. For that matter, the Group filed a lawsuit against the Mexican government and has appointed local lawyers to handle the case. Although the outcome of the litigation has not yet been determined, the Group has recognized the possible losses of $897,607 thousand according to the currently available information. As of December 31, 2023, the carrying amount of the power plant was $324,429 thousand, recognized as inventories.

(Continued)

77

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

  • (vi) FV Co., one of the Group's clients, claimed that the Group failed to deliver the goods according to the purchase order schedule, hence, filed a lawsuit against the Group and for the compensation of $58,405 thousand (USD1,898 thousand), which the Group disagreed to and engaged a lawyer to handle the case.

(10) Losses due to major disasters: None

(11) Subsequent Events: None

(12) Others:

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

Functions
Nature
2023 2023 2023 2022 2022 2022
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expense
Salaries
Labor and health insurance
Pension
Others
Depreciation expense (Note)
Amortization expense
918,626
86,830
33,438
79,366
1,046,220
27
386,105
31,427
16,543
17,276
61,416
2,348
1,304,731
118,257
49,981
96,642
1,107,636
2,375
1,088,571
96,533
40,076
129,751
1,031,717
-
424,677
32,072
14,306
18,104
63,186
2,273
1,513,248
128,605
54,382
147,855
1,094,903
2,273

Note: Exclude the depreciation expense of investment property $125,340 thousand and $125,343 thousand during 2023 and 2022, respectively.

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the years ended December 31, 2023:

  • (i) Lending to other parties: Please see Table 1 attached.

  • (ii) Guarantee and Endorsement for other parties: Please see Table 2 attached.

  • (iii) Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included): Please see Table 3 attached.

(Continued)

78

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

  • (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 4 attached.

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

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

  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Group’s paid-in capital: Please see Table 5 attached.

  • (viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital: Please see Table 6 attached.

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

  • (x) Significant transactions and business relationship between the parent company and its subsidiaries: Please see Table 7 attached.

  • (b) Information on investees:

The followings are the information on investees for the years ended December 31, 2023: Please see Table 8 attached.

  • (c) Information on investment in Mainland China: Please see Table 9 attached.

  • (d) Major shareholders:

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

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

(Continued)

79

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

(14) Segment information:

  • (a) General information

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

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

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

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

The operating segment accounting policies are similar to those described in note 4 “Summary of material accounting policies” except for the recognition and measurement of pension cost, which is paid on a cash basis.

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

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

For the years ended December 31, 2023 Solar energy
$ 11,570,793
147,145
$
11,717,938
$
(627,781)
Solar energy
$ 17,286,754
342,585
$
17,629,339
$
1,716,028
Others
945,434
-
945,434
(1,140,079)
Others
1,521,297
-
1,521,297
426,169
Reconciliation
and elimination
Total
12,516,227
-
12,516,227
(1,767,860)
Total
18,808,051
-
18,808,051
2,142,197
Revenue
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment loss
For the years ended December 31, 2022
-
(147,145)
(147,145)
-
Reconciliation
and elimination
Revenue
Revenue from external customers
Intersegment revenues
Total revenue
Reportable segment profit
-
(342,585)
(342,585)
-

(Continued)

80

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

(c) Product and service information

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

Product and services
Solar energy
Others
Total
For the years ended
December 31,
For the years ended
December 31,
2023
$ 11,569,283
946,944
$
12,516,227
2022
17,243,918
1,564,133
18,808,051

(d) Geographic information

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

Geographical information
Revenue from external customers
2023
2022
Revenue from external customers:
Taiwan
$ 6,403,022
9,335,582
United States
2,337,465
4,605,072
Singapore
1,892,629
1,393,424
Europe
1,290,162
1,879,709
Other countries
592,949
1,594,264
Total
$
12,516,227
18,808,051
Non-current asset Non-current asset
2023
12,415,644
811,184
-
-
495,651
13,722,479
2022
11,523,585
1,386,795
-
-
-
12,910,380

Non-current assets exclude investments accounted for using the equity method, financial instruments, deferred tax assets, intangible assets and other assets.

(e) Major customers

The details of the Group’s customers whose individual sales revenue accounted for more than 10% of the net operating revenue on the consolidated income statement for the years ended December 31, 2023 and 2022 are as follows:

FGCo.
FOCo.
For the years ended
December 31,
2023
2022

1,950,410
3,895,970

1,889,551
Note
$
$

Note : The amount of revenue failed to reach 10% of the consolidated revenue.

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

LENDING TO OTHER PARTIES

FOR THE YEAR ENDED December 31, 2023

TABLE 1

(In Thousands of New Taiwan Dollars)

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----- Start of picture text -----

Name of the Maximum Amount Purposes of the Allowance Collateral Limit on the
No. company Party to Account Related balance of Ending actually Interest Rate Type of Loans Amount of borrowers for Limit on loans to amount of
providing loans to transactions classification Party Balance Range (%) (Note 2) transaction a single business
others the period drawn prepared bad debts Name Value loans
1 Gintech ("Thailand") The Other Y 259,480 246,120 246,120 6.82% 2 - Operations - - 957,210 957,210
Limited Company receivables
(Note 4) (Note 4)
----- End of picture text -----

Note 1: Fill in of numbers:

  1. 0 represents the parent company.

  2. The subsidiaries start with number 1.

Note 2: 1. Where an inter-company or inter-firm business transaction calls for a loan arrangement.

  1. Where a short-term financing facility is necessary.

Note 3: According to the Company's Regulations Governing Loaning of Funds : the total amount of the loaning should not exceed 40% of the company's net worth. Note 4: According to the Company's Regulations Governing Loaning of Funds : the company lending to the parent company or overseas subsidiaries wholly-owned directly or indirectly by the parent company, should not exceed three years and the total amount of financing and the financing for a counterparty should not exceed 100% of its net worth.

Note 5: The aforementioned transactions about consolidated entities have been eliminated in the consolidated financial statements.

~ 81 ~

TABLE 2

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED

FOR THE YEAR ENDED December 31, 2023

(In Thousands of New Taiwan Dollars)

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----- Start of picture text -----

Counter-party of guarantee Ratio of Endorsement Endorsement Endorsement/
and endorsement Limit on Maximum Amount Outstanding Amount Accumulated Maximum amount / / Guarantee
Endorsement/ Actual Endorsement/ Guarantee Guarantee Given on
Endorsement/ Endorsed/ Endorsed/ for
No. Endorser/Guarantor Relationship Guarantee Given on Guaranteed During Guarantee at Borrowing Guaranteed by Guarantee to Net guarantees and Given by Given by Behalf of
Name with the Behalf of Each Party the Period the End of the Amount Collateral Equity in Latest endorsements Parent on Subsidiaries Companies in
Company Period Financial Behalf of on Behalf of Mainland
Statements (%) Subsidiaries Parent China
0 The Company Yong Liang (2) 2,550,201 1,810,000 1,810,000 746,770 - 14.19 6,375,504 Y N N
0 The Company UREE (6) 2,550,201 119,270 119,270 119,270 - 0.94 6,375,504 N N N
0 The Company GES Energy Middle East FZE (2) 2,550,201 875,497 830,420 - - 6.51 6,375,504 Y N N
1 GES USA GES Megasixteen (2) 950,224 275,698 261,503 - - 110.08 1,187,780 Y N N
1 GES USA TEV SOLAR ALPHA18 LLC (2) 950,224 325,972 309,188 309,188 - 130.15 1,187,780 Y N N
----- End of picture text -----

Note 1: The relation between guarantor and guarantee

  • (1)Ordinary business relationship.

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

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

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

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

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

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

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

Note 3: Based on the “Rules of Guarantees by GES USA,” the ceiling for the total guaranteed amount was 500% of GES USA’s net asset value, and the limit of the guaranteed amount for a single party was 400% of GES USA’s net asset value. But for business purposes, the limit on the guaranteed amount was the total of the purchases from or sales to GES USA within the most recent year. GES USA’s net asset value is based on its latest settlement financial statement.

(Continued)

~ 82 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD

FOR THE YEAR ENDED December 31, 2023

TABLE 3

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

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----- Start of picture text -----

Relationship 2023.12.31
Holding Type and Name of Marketable Securities with the Holding Financial Statement Account Carrying Percentage of Note
Company Name Number of Shares Fair Value
Company Amount Ownership
The Company Shares
CTCI Corporation - Financial assets at fair value through other comprehensive income- current 3,003 126,576 0.37% 126,576
GIGA SOLAR MATERIALS - Financial assets at fair value through other comprehensive income- current 266 24,100 0.29% 24,100
CORPORATION
ThinTech Materials Technology Co., Ltd. - Financial assets at fair value through other comprehensive income- non-current 7,000 232,050 9.52% 232,050 1
Taiwan Speciality Chemicals Corporation - Financial assets at fair value through other comprehensive income- non-current 2,226 137,101 1.61% 137,101
NTNU Innovation Investment Holding - Financial assets at fair value through other comprehensive income- non-current 200 2,000 2.00% 2,000
Company
ASIA GLOBAL VENTURE CAPITAL II - Financial assets at fair value through other comprehensive income- non-current 531 8,188 10.00% 8,188
CO., LTD
SUN APPENNINO CORPORATION - Financial assets at fair value through other comprehensive income- non-current 0 - 26.09% -
FICUS CAPITAL CORPORATION - Financial assets at fair value through other comprehensive income- non-current 0 - 28.07% -
EVERGREEN AVIATION - Financial assets at fair value through other comprehensive income- non-current 750 81,375 0.20% 81,375
TECHNOLOGIES CORPORATION
DS Energy Technology Co., Ltd. - Financial assets at fair value through other comprehensive income- non-current 1,450 5,616 12.14% 5,616
GaN Power Technology Co., Ltd. - Financial assets at fair value through other comprehensive income- non-current 1,110 11,100 2.44% 11,100
United Renewable Energy Engineering Co. Other related Financial assets at fair value through other comprehensive income- non-current 57,300 133,495 60.00% 133,495 2
,Ltd. party
Convertible preference shares-Phanes Holding Other related Financial assets at amortized cost- non-current 24 - 100.00% - 3
Inc. party
----- End of picture text -----

Note 1: It is a private stock which subject to transfer restrictions in accordance with Article 43-8 of the Securities and Exchange Act. Note 2: It is preference share. The shareholding ratio listed here is calculated based on the number of shares. Note 3: Please refer to Note6(d) for details.

(Continued)

~ 83 ~

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED AT COSTS OR PRICES OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED December 31, 2023

TABLE 4

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

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Beginning Balance Acquisition Disposal Ending Balance
Company Name Marketable SecuritiesType and Name of Financial Statement Account Counterparty Relationship Shares Amount Shares Amount Shares Amount Carrying Gain (Loss) on Shares Amount
(thousands) (thousands) (thousands) Amount Disposal (thousands)
Shares
Utech
The Company Shares-Utech Investment accounted for using the equity method Subsidiary 41,096 (701,038) 38,000 380,000 (24,291) (102,232) 54,805 (423,270)
(Note1)
(Note2)
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Note 1 Due to issue of shares and capital reduction to cover losses.

Note 2 Included share of gain (loss) of associates accounted for using equity method and difference between the price that has not been increased in proportion to shareholding and net value. Note 3 The aforementioned transactions about consolidated entities have been eliminated in the consolidated financial statements.

(Continued)

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UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL

FOR THE YEAR ENDED December 31, 2023

TABLE 5

(In Thousands of New Taiwan Dollars)

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Notes/Accounts Receivable
Transaction Details Abnormal Transaction
(Payable)
Buyer/Seller Related Party Relationship Note
Purchase/ Payment Ending
Amount % to Total Payment Terms Unit Price % to Total
Sale Terms Balance
The Company Utech Subsidiary Purchase 197,527 3% OA 14 days after receipt - - (17,598) (3.08%) 1
NSP System Yong Liang Associate Contracted project 176,303 56% 14 days after the invoice date - - - - 1,2
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Note 1 The aforementioned transactions about consolidated entities have been eliminated in the consolidated financial statements.

(Continued)

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

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UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

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

FOR THE YEAR ENDED December 31, 2023

TABLE 6

(In Thousands of New Taiwan Dollars)

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Overdue
Turnover Rate Amount Received in Allowance for
Company Name Related Party Relationship Ending Balance
(Note1) Subsequent Period Impairment Loss
Amount Actions Taken
The Company DelSolar US Subsidiary 452,291 - 452,291 Receivable according to the financial situation - -
The Company GES ME Subsidiary 571,695 - 571,695 Receivable according to the financial situation - -
The Company NSP System Subsidiary 104,928 - - Receivable according to the financial situation - -
GES USA Munisol Grandson company 942,726 - - Receivable according to the financial situation - -
DelSolar US Beryl Subsidiary 467,273 - - Receivable according to the financial situation - -
TEV II TEV Solar Subsidiary 604,382 - - Receivable according to the financial situation - -
Beryl CFC Other related party 244,013 - 244,013 Receivable according to the financial situation - 244,013
NSP NEVADA GES USA Subsidiary 197,901 - - Receivable according to the financial situation - -
GES UK GES USA Subsidiary 101,723 - 101,723 Receivable according to the financial situation - -
Gintech ("Thailand") The Company Parent company 246,818 - - Receivable according to the financial situation - -
USD1 Beryl Affiliated company 117,488 - - Receivable according to the financial situation - -
NSP BVI CFY Other related party 111,535 - 111,535 Receivable according to the schedule of signing contracts - -
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Note 1:Receivables arising from the payment of power plant construction payments or procurement transactions don’t apply to turnover rate.

Note 2 The aforementioned transactions about consolidated entities have been eliminated in the consolidated financial statements.

(Continued)

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UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS

FOR THE YEAR ENDED December 31, 2023

TABLE 7

(In Thousands of New Taiwan Dollars)

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Intercompany transactions
No. Percentage of the
Company Name Related Party Relationship(Note 2) Financial Statement
(Note 1) Amount Trading Terms consolidated net
Account
revenue or total assets
0 The Company DelSolar US 1 Other receivable 452,291 Note 3 2%
0 The Company GES ME 1 Other receivable 571,695 Note 3 2%
0 The Company Utech 1 Purchase 197,527 Note 3 2%
1 DeSolar US Beryl 3 Other receivable 467,273 Note 3 2%
2 NSP System Yong Liang 3 Sales revenue 176,303 Note 3 1%
3 GES USA Munisol 3 Other receivable 942,726 Note 3 3%
4 TEV II TEV Solar 3 Other receivable 604,382 Note 3 2%
----- End of picture text -----

Note 1: Fill in of numbers:

  1. 0 represents the parent company.

  2. The subsidiaries start with number 1.

  3. Note 2: Relationship with counterparty are represented below:

  4. Transactions from parent company to subsidiary.

  5. Transactions from subsidiary to parent company.

  6. Transactions between subsidiaries.

Note 3: Based on general trading conditions and prices. Note 4: The aforementioned transactions about consolidated entities have been eliminated in the consolidated financial statements.

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

(Continued)

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UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)

FOR THE YEAR ENDED December 31, 2023

TABLE 8

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

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Investment Amount Balance as of December 31, 2023 Investee recognized
Investor
Investee Company Location Main Businesses and Products Shares % of Investment Gain Note
Company December 31, 2023 December 31, 2022 Carrying Value [Net Income (Loss)]
(Thousands) Ownership of the Investee (Loss)
Independent State of
The Company UES Investment company NTD 1,918,131 NTD 1,918,131 62,188 100% 964,815 65,551 65,551
Samoa
DelSolar Cayman Cayman Islands Investment company NTD 5,187,602 NTD 4,906,789 164,266 100% 30,234 (579,047) (579,047) Note 8
NSP BVI British Virgin Islands Investment company NTD 164,294 NTD 164,294 2,301 100% 117,920 25 25
The United Arab
GES ME Solar related business NTD 418,805 NTD 418,805 4 100% - 4,478 4,478 Note 11
Emirates
NSP UK UK Investment company NTD 28,165 NTD 28,165 580 100% 52,186 (5,791) (5,791)
NSP System Taiwan Solar related business NTD 144,200 NTD 144,200 14,420 100% - (59,857) (52,746) Note 11
Zhongyang Taiwan Solar related business NTD 24,121 NTD 24,121 3,500 100% 33,331 (1,461) (1,461)
DelSolar Singapore Singapore Investment company NTD 29,743 NTD 29,743 1,250 100% 17,336 8 8
SMC Taiwan Solar related business NTD 9,720 NTD 9,720 1,000 100% 10,048 101 101
Electronic component
Utech Taiwan NTD 1,857,049 NTD 1,477,049 54,805 99.9975% (423,270) (103,282) (103,268) Note 12
manufacturing
Yong Liang Taiwan Solar related business NTD 249,000 NTD 249,000 24,900 19.94% 207,852 20,028 4,709
Yong Zhou Taiwan Solar related business NTD 59,000 NTD 59,000 - 100% - (4,659) (4,659) Note 11
GES UK UK Investment company NTD 2,747,371 NTD 2,747,371 89,133 100% 355,800 (1,012,160) (1,012,160)
TSST Malaysia Solar related business NTD 417,692 NTD 417,692 97,701 42.12% 79,147 15,046 6,337 Note 1
Electronic component
V5 Technology Taiwan NTD 114,084 NTD 114,084 7,789 21.22% 83,797 5,903 1,095 Note 1
manufacturing and selling
Gintung Taiwan Electronic component NTD 34,341 NTD 34,341 13,460 36.38% - 9,535 - Note 1
manufacturing
Shanshang Taiwan Solar related business NTD 20,100 NTD 20,100 2,010 100% - (19,852) (19,852) Note 11
United Intelligence Taiwan Electronic component NTD 2,100 NTD 2,100 210 100% 583 3 3
Solarbright Taiwan Solar related business NTD 30,000 NTD 30,000 9,000 30% 93,358 9,810 3,900 Note 1
UES RES Independent State of Investment company USD 64,406 USD 64,406 62,188 100% 964,814 65,550 - Note 5
Samoa
RES Gintech ("Thailand") Thailand Solar related business USD 64,155 USD 64,155 20,920 100% 957,210 65,540 - Note 5
GES UK GES USA US Investment company USD 65,930 USD 61,530 53,416 100% 237,556 (993,514) - Note 5
NSP Germany Germany Solar related business EUR 23 EUR 23 23 90% 789 81 - Note 5
GES CANADA Canada Investment company USD 6,125 USD 7,025 5,540 100% 2,165 (825) - Note 5, 10
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(Continued)

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Investment Amount Balance as of December 31, 2023 Investee recognized
Main Businesses and Net Income
Investor Company Investee Company Location Products December 31, 2023 December 31, 2022 Shares % of Carrying (Loss) of the Investment Note
(Thousands) Ownership Value Gain (Loss)
Investee
GES USA MEGATWO US Solar related business USD 19,594 USD 19,594 19,594 100% (643,279) (908,959) - Note 5
MEGAFIVE US Solar related business USD 635 USD 635 635 100% 21,589 1,905 - Note 5
MEGASIX US Solar related business USD 1,547 USD 2,627 1,547 100% 7,903 2,065 - Note 5, 10
MEGAEIGHT US Solar related business USD 748 USD 748 748 100% 6,043 962 - Note 5
MEGATWELVE US Solar related business USD 168 USD 168 168 100% 818 306 - Note 5
MEGATHIRTEEN US Solar related business USD 2,000 USD 2,000 2,000 100% 63,321 2,120 - Note 5
MEGASIXTEEN US Solar related business USD - USD 11,981 - - - (33,507) - Note 5, 9
MEGANINETEEN US Solar related business USD 132 USD 132 132 100% (2,301) 289 - Note 5
MEGATWENTY US Solar related business USD 124 USD 124 124 100% 3,539 690 - Note 5
ASSET TWO US Solar related business USD - USD - - - (402) (25) - Note 3, 5
ASSET THREE US Solar related business USD 2,839 USD 2,839 2,839 100% 20,491 2,802 - Note 5
SH4 US Solar related business USD 489 USD 539 489 100% 8,246 253 - Note 5, 10
Schenectady US Solar related business USD - USD - - - (22,473) (186) - Note 3, 5
SEG US Solar related business USD 800 USD 800 800 100% 13,854 672 - Note 5
KINECT US Solar related business USD 266 USD 266 266 100% 11,498 366 - Note 5
TEV II US Solar related business USD 200 USD 200 0.2 100% (147,354) (8,667) - Note 5
HEYWOOD US Solar related business USD 1,770 USD 1,770 - 55% (5,119) (91,800) - Note 5
MEGA TWO MUNISOL Mexico Solar related business USD 18,810 USD 18,810 353,308 100% (621,995) (1,246,871) - Note 5
ASSET THREE SHIMA’S US Solar related business USD 153 USD 153 153 100% (1,144) 183 - Note 5
WAIMEA US Solar related business USD 526 USD 526 526 100% 14,669 550 - Note 5
HONOKAWAI US Solar related business USD 418 USD 418 418 100% 13,890 810 - Note 5
ELEELE US Solar related business USD 637 USD 637 637 100% 17,367 880 - Note 5
HANALEI US Solar related business USD 280 USD 280 280 100% 1,549 (181) - Note 5
KAPAA US Solar related business USD 761 USD 761 761 100% 14,651 (864) - Note 5
KOLOA US Solar related business USD 569 USD 569 569 100% 12,393 1,505 - Note 5
MEGASIXTEEN GES AC US Solar related business USD - USD 24,942 - - - (17,775) - Note 4, 5, 9
GES AC ANDERSON N. US Solar related business USD - USD 13,337 - - - (6,165) - Note 4, 5, 9
ANDERSON S. US Solar related business USD - USD 11,314 - - - (5,880) - Note 4, 5, 9
Flora US Solar related business USD - USD 1,915 - - - (873) - Note 4, 5, 9
Greenfield US Solar related business USD - USD 8,521 - - - (4,321) - Note 4, 5, 9
Spiceland US Solar related business USD - USD 1,275 - - - (536) - Note 4, 5, 9
TEV II TEV Solar US Solar related business USD 100 USD 100 0.1 100% 2,748 (50) - Note 4, 5
TEV Solar AC GES Solar US Solar related business USD 19,674 USD 19,674 0.1 66.19% 605,104 (5,024) - Note 4, 5
AC GES Solar Richmond US Solar related business USD 18,749 USD 18,909 18,749 100% 566,459 (3,584) - Note 4, 5
Rensselaer US Solar related business USD 9,593 USD 9,733 9,593 100% 293,501 (321) - Note 4, 5
Advance US Solar related business USD 534 USD 534 534 100% 16,226 (31) - Note 4, 5
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(Continued)

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Investment Amount Balance as of December 31, 2023 Investee recognized
Investor Company Investee Company Location Main Businesses and Products Shares % of Carrying Net Income (Loss) of Investment Note
December 31, 2023 December 31, 2022
(Thousands) Ownership Value the Investee Gain (Loss)
NSP BVI NSP HK Hong Kong Solar related business USD - USD - - 100% - - - Note 5
DelSolar Cayman DelSolar HK Hong Kong Investment company USD 125,200 USD 125,200 125,200 100% 224,892 8,777 - Note 5
DelSolar US US Investment company USD 24,800 USD 24,800 3 100% (462,889) (514,899) - Note 5
NSP NEVADA US Solar related business USD 5,125 USD 5,125 5,125 100% 252,457 (73,100) - Note 5
URE NSP US Solar related business USD 500 USD 500 500 100% 16,033 167 - Note 5
NSP UK NSP Indygen UK Solar related business GBP - GBP - - 100% 15,300 (3,751) - Note 5
Utech Jiangung Taiwan Solar related business NTD 1,000,100 NTD 720,100 100,010 100% 1,036,074 15,236 - Note 5, 8
Jiangung Yong Liang Taiwan Solar related business NTD 1,000,000 NTD 720,000 100,000 80.06% 1,020,732 20,028 - Note 5, 8
NSP System Hsin Jin Optoelectronics Taiwan Solar related business NTD 10,647 NTD 10,647 - 80% 11,751 677 - Note 5
Hsin Jin Solar Energy Taiwan Solar related business NTD 13,981 NTD 13,981 - 60% 16,450 2,631 - Note 5
Si Two Taiwan Solar related business NTD 20,000 NTD 20,000 2,000 100% 16,410 373 - Note 5
Lianzhang Taiwan Solar related business NTD 58,100 NTD 100 2,242 100% 22,362 (62) - Note 5, 8
Success Taiwan Solar related business NTD 13,100 NTD 100 1,310 100% 519 (26) - Note 5, 6
DelSolar HK DelSolar Wu Jiang China Solar related business USD 120,000 USD 120,000 - 100% 211,550 8,778 - Note 5
NSP NEVADA HEYWOOD US Solar related business USD 1,448 USD 1,448 - 45% (4,479) (91,800) - Note 5
Industrial Park US Solar related business USD 3,100 USD 3,100 - 100% 20,427 (20,346) - Note 5
Hillsboro US Solar related business USD 1,862 USD 1,862 - 100% 2,490 (11,538) - Note 5
DelSolar US CFR US Solar related business USD - USD 14,370 - - - (141) - Note 5, 7
USD1 US Solar related business USD 3,582 USD 3,582 - 100% 117,083 (19,018) - Note 5
JV2 US Solar related business USD 830 USD 830 - 67% - - - Note 1, 2, 5
Beryl US Solar related business USD - USD - - 100% (633,109) (475,449) - Note 5
USD1 DevCo One US Solar related business USD - USD 444 - - - - - Note 1, 5, 7
DevCo Two US Solar related business USD - USD 444 - - - - - Note 1, 5, 7
----- End of picture text -----

Note 1 It is an investment accounted for using equity method and is an affiliated enterprise or a joint venture. Except for these entities, the remaining entities are all subsidiaries of the consolidated entity.The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.

Note 2:Although the Group holds more than half of JV2’s equity, according to the joint venture contract, all major management decisions of JV2 must be agreed by all directors. Therefore, the Group assess no control over JV2. Note 3:The Group’s structured entities.

Note 4:According to the loan contract between the Group and IMPA, the Group cannot transfer the equity of the companies before the specified date. Please refer to note 6(p) for details.

Note 5:The investor disclosed the profits and losses of the investment, which include the profits and losses of the investee; therefore, no disclosure is needed from the Company.

Note 6 As of October 20, 2023, the company Lianxi changed its name to Success Energy.

Note 7 As of December 31, 2023, the company had liquidated and dissolved.

Note 8 The change in the investment amount is due to the company's capital increase in cash during 2023.

Note 9 As of December 31, 2023, the Group disposed of all the equity shares.

Note 10 The change in the investment amount is due to the company's capital reduction and return of share funds during 2023.

Note 11 It is the offset of long-term equity investment loan balance to other receivables.

Note 12 In 2023, the company conducted a cash capital increase of $380,000 thousand. On the other hand, it also reduced its capital to cover for its losses of $242,927 thousand.

(Continued)

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

FOR THE YEAR ENDED December 31, 2023

TABLE 9

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

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Accumulated
Accumulated Outward Remittance Investment flows Accumulated Outward Remittance Net Income (Loss) % Ownership of Carrying Amount Repatriation of
Main Businesses Method of Investment
Investee Company Paid-in Capital for Investment from Taiwan as of for Investment from Taiwan as of of the Investee Direct or Indirect as of December 31, Investment Income
and Products Investment Gain (Loss)
January 1, 2023 December 31, 2023 (Note 2) Investment 2023 as of December 31,
Outflow Inflow 2023
Solar related USD 120,000 USD 120,000 USD 120,000 8,778 100% 8,778 211,550 -
DelSolar Wu Jiang Note 1 - -
business $ 3,691,800 $ 3,691,800 $ 3,691,800
Solar related USD 0 USD 5,000 USD 5,000 - - - - -
NSP Nanchang Note 1 - -
business $ - $ 153,825 $ 153,825
Accumulated Outward Remittance for Investment Amount Authorized by
Upper Limit on the Amount of
Investments in Mainland China as of the Investment Commission,
Investment Stipulated by the
December 31, 2023 MOEA
Investment Commission, MOEA
(US$ in Thousands) (US$ in Thousands)
USD 143,450 USD 149,618
7,650,604
4,413,239 4,602,998
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Note 1 Investments Mainland China through a third region; The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020. Note 2 Subsidiaries mentioned above were recognized on the basis of financial statements as December 31, 2023. Note 3 The aforementioned inter-company transactions have been eliminated in the consolidated financial statements. Note 4 The exchange rate used is the rate on December 31, 2023.

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