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URE Interim / Quarterly Report 2020

Nov 16, 2020

52346_rns_2020-11-16_be6671ef-ed2e-434e-ad34-4bb8c2dc81a8.pdf

Interim / Quarterly Report

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1

Stock Code:3576

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors’ Review Report For the Nine Months Ended September 30, 2020 and 2019

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

The independent auditors’ review 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’ review report and consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Review Report
4. Consolidated Balance Sheets
5. Consolidated Statements of Comprehensive Income
6. Consolidated Statements of Changes in Equity
7. Consolidated Statements of Cash Flows
8. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Significant contingent liabilities and unrecognized commitments
(10) Losses due to major disasters
(11) Subsequent Events
(12) Others
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
8
8~10
10
11
11~45
46~51
51
52~53
53
53
53
56~63
64~67
68
54
55

3

==> picture [168 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax 傳真 + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet 網址 home.kpmg/tw

Independent Auditors’ Review Report

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

Introduction

We have reviewed the accompanying consolidated balance sheets of United Renewable Energy Co., Ltd. (the Company) and its subsidiaries (the Group) as of September 30, 2020, and the related consolidated statements of comprehensive income for the three months and nine months ended September 30, 2020, and changes in equity and cash flows for the nine months ended September 30, 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with Statement of Auditing Standards 65, “ Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Basis for Qualified Conclusion

As stated in Note 4(b) and 13(b), the consolidated financial statements included the financial statements of certain non-significant subsidiaries, which were not reviewed by independent auditors. These financial statements reflect the total assets amounting to $9,318,052 thousand, constituting 24% of the consolidated total assets; and the total liabilities amounting to $4,103,219 thousand, constituting 21% of the consolidated total liabilities as of September 30, 2020; as well as the total comprehensive income (loss) amounting to $(143,210) thousand and $(635,870) thousand, constituting (74)% and 37% of the consolidated total comprehensive income (loss) for three months and nine months ended September 30, 2020, respectively.

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.

3-1

Furthermore, as stated in Note 6 (h), the investments accounted for using the equity method of the Group amounting to $206,970 thousand as of September 30, 2020, and its shares of profit (loss) of associates accounted for using the equity method amounting to $(3,521) thousand and $1,954 thousand for three months and nine months ended September 30, 2020, respectively, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.

Qualified Conclusion

Except for the adjustments, if any, as might have been determined to be necessary had the financial statements of investee companies described in the Basis for Qualified Conclusion paragraph above been reviewed by independent auditors, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of September 30, 2020, and of its consolidated financial performance for the three months and nine months ended September 30, 2020, and its consolidated cash flows for the nine months ended September 30, 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Other Matter

We did not review the financial statements of the Group as of September 30, 2019. Those financial statements were reviewed by other auditors and expressed a Qualified Conclusion on those statements dated November 8, 2019 due to the financial statements of certain non-significant subsidiaries and investments accounted for using the equity method were prepared by these investee companies, and not reviewed by other auditors.

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

KPMG

Taipei, Taiwan (Republic of China) November 12, 2020

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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ review 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’ review report and consolidated financial statements, the Chinese version shall prevail.

4

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards as of September 30, 2020 and 2019

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

September 30, 2020, December 31, 2019, and September 30, 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Financial assets at fair value through profit or loss -
current (note 6(b))
1120
Financial assets at fair value through other
comprehensive income - current (note 6(c))
1140
Contract assets - current (notes 6(w) and 7)
1170
Notes and accounts receivable, net (note 6(e))
1180
Accounts receivable from related parties (notes 6(e)
and 7)
1200
Other receivables (note 6(f) and (j))
1210
Other receivables from related parties (notes 6(d)(f)
and 7)
130X
Inventories (notes 6(g) and 8)
1410
Prepayments (notes 7 and 9)
1476
Other financial assets (note 8)
1479
Other current assets
Non-current assets:
1510
Financial assets at fair value through profit or loss -
non-current (notes 6(b) and (p))
1517
Financial assets at fair value through other
comprehensive income - non-current (notes 6(c)
and 8)
1535
Financial assets at amortized cost - non-current (note
6(d))
1550
Investments accounted for using the equity method
(notes 6(h), 7 and 8)
1600
Property, plant and equipment (notes 6(j), 7 and 8)
1755
Right-of-use assets (note 6(k))
1780
Intangible assets (note 6(l))
1840
Deferred tax assets
1915
Prepayments - non-current (notes 7 and 9)
1920
Refundable deposits
1942
Other receivables from related parties - non-current
(note 6 and 7)
1990
Other non-current assets (note 8)
Total assets
September 30, 2020
Amount
%
$ 4,587,506
12
7,387
-
117,267
-
230,486
1
2,718,083
7
221,473
-
1,962,666
5
1,169,442
3
3,684,765
9
611,279
1
1,086,548
3
254,097
1
16,650,999
42
212,620
1
537,536
1
144,825
-
206,970
1
16,618,559
42
775,420
2
105,482
-
1,050,353
3
2,006,934
5
664,640
2
22,250
-
326,720
1
22,672,309
58
$
39,323,308
100
December 31, 2019
Amount
%
6,371,316
14
2,392
-
114,414
-
483,247
1
2,060,117
4
515,469
1
153,196
-
656,913
1
4,944,580
11
752,686
2
617,391
1
830,607
2
17,502,328
37
268,379
1
2,411,482
5
149,975
-
2,130,415
5
19,064,958
40
981,114
2
115,357
-
1,056,550
2
2,184,811
5
911,486
2
23,041
-
426,588
1
29,724,156
63
47,226,484
100
September 30, 2019
Amount
%
4,670,975
9
3,972
-
125,225
-
157,906
-
2,864,348
5
674,497
1
236,150
1
683,879
1
5,903,805
11
1,136,807
2
4,342,588
8
868,336
2
21,668,488
40
254,310
-
2,022,927
4
155,100
-
2,265,018
4
21,503,314
40
1,033,935
2
262,834
1
1,074,332
2
2,206,923
4
993,607
2
24,127
-
440,095
1
32,236,522
60
53,905,010
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(n))
2110
Short-term bills payable (note 6(m))
2120
Financial liabilities at fair value through profit or los
- current (note 6(b))
2130
Contract liabilities - current (notes 6(w) and 7)
2170
Notes and accounts payable (note 7)
2280
Lease liability - current (note 6(q))
2320
Current portion of long-term borrowings, preference
share liabilities and bonds payable (notes 6(o) and
(p))
2399
Other current liabilities
Non-Current liabilities:
2500
Financial liabilities at fair value through profit or los
- non-current (notes 6(b) and (o))
2540
Long-term borrowings (note 6(o))
2580
Lease liability - non-current (note 6(q))
2635
Preference share liabilities - non-current (note 6(p))
2670
Other non-current liabilities (note 6(r))
Total liabilities
Equity attributable to owners of parent (notes 6(t)
and (u))
3110
Ordinary shares
3200
Capital surplus
3350
Accumulated deficit
3400
Other equity
3500
Treasury shares
Total equity attributable to owners of parent
36XX
Non-controlling interests
Total equity
Total liabilities and equity
September 30, 2020 December 31, 2019 September 30, 2019
Amount
%
3,966,419
8
396,336
1
-
-
453,567
1
2,052,973
4
28,935
-
8,816,442
16
1,870,148
3
17,584,820
33
196,993
-
11,429,159
21
1,032,181
2
33,077
-
338,317
1
13,029,727
24
30,614,547
57
25,133,724
47
642,115
1
(3,021,663)
(6)
(282,373)
-
(18,699)
-
22,453,104
42
837,359
1
23,290,463
43
53,905,010
100
Amount
%
Amount
%
2,988,798
7
415,458
1
755
-
323,832
1
1,505,764
3
65,778
-
5,737,284
12
1,480,497
3
12,518,166
27
143,814
-
11,776,935
25
952,521
2
28,178
-
322,635
1
13,224,083
28
25,742,249
55
26,653,375
57
118,989
-
(6,000,644) (13)
(31,028)
-
(18,699)
-
20,721,993
44
762,242
1
21,484,235
45
47,226,484
100

See accompanying notes to consolidated financial statements.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the three months and nine months ended September 30, 2020 and 2019

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

4000
Net operating revenues (notes 6(w) and 7)
5110
Operating costs (notes 6(g)(u), 7 and 12)
5900
Gross profit (loss) from operations
5910
Less: Unrealized gains from sales
5950
Realized gross loss
Operating expenses(notes 6(u) and 12):
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Impairment loss (reversal of impairment loss) on
trade receivable
Total operating expense
6500
Other income and expenses
Loss from operations
Non-operating income and expenses (notes
6(d)(h)(i)(q)(y) and 7):
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of gain (loss) of associates and joint ventures
accounted for using the equity method
7100
Interest income
Total non-operating income and expenses
Profit (loss) before income tax
7950
Income tax expense (note 6(s))
8200
Net profit (loss)
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to
profit or loss:
8316
Unrealized loss on investments in equity instruments
at fair value through other comprehensive income
8360
Items that may be reclassified subsequently to profit
or loss:
8361
Exchange differences on translation of foreign
statements
8300
Total other comprehensive income (loss)
Total comprehensive income (loss)
Net profit (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(v))
For the three months ended
September 30
2020
2019
Amount
%
Amount
%
$ 3,514,863
100
4,251,012
100
3,269,337
93
4,671,144
110
245,526
7
(420,132)
(10)
-
-
1,594
-
245,526
7
(421,726)
(10)
104,095
3
172,915
4
204,257
6
288,068
7
37,299
1
56,198
1
(661)
-
(2,253)
-
344,990
10
514,928
12
12,801
-
(6,976)
-
(86,663)
(3)
(943,630)
(22)
178,522
5
117,522
3
228,441
7
(4,058)
(1)
(162,969)
(5)
(217,168)
(5)
(3,521)
-
(93,349)
(2)
3,288
-
12,417
-
243,761
7
(184,636)
(5)
157,098
4
(1,128,266)
(27)
10,387
-
1,350
-
146,711
4
(1,129,616)
(27)
139,579
4
(18,784)
-
(92,622)
(2)
(80,712)
(2)
46,957
2
(99,496)
(2)
$
193,668
6
(1,229,112)
(29)
$ 142,259
4
(1,139,542)
(27)
4,452
-
9,926
-
$
146,711
4
(1,129,616)
(27)
$ 203,730
6
(1,237,707)
(29)
(10,062)
-
8,595
-
$
193,668
6
(1,229,112)
(29)
$
0.05
(0.45)
For the nine months ended
September 30
2020
2019
Amount
%
Amount
%
9,794,709
100
14,258,631
100
9,987,703
102
14,742,312
104
(192,994)
(2)
(483,681)
(4)
-
-
14,637
-
(192,994)
(2)
(498,318)
(4)
375,812
4
875,805
6
731,914
7
870,113
6
134,637
1
148,061
1
(17,821)
-
(18,153)
-
1,224,542
12
1,875,826
13
-
-
(11,880)
-
(1,417,536)
(14)
(2,386,024)
(17)
290,000
3
211,844
2
446,336
4
195,538
2
(526,787)
(5)
(660,521)
(5)
1,954
-
(90,561)
(1)
14,268
-
38,581
-
225,771
2
(305,119)
(2)
(1,191,765)
(12)
(2,691,143)
(19)
18,333
-
48,839
-
(1,210,098)
(12)
(2,739,982)
(19)
21,387
-
425,676
3
(545,797)
(6)
152,986
1
(524,410)
(6)
578,662
4
(1,734,508)
(18)
(2,161,320)
(15)
(1,198,274)
(12)
(2,706,918)
(19)
(11,824)
-
(33,064)
-
(1,210,098)
(12)
(2,739,982)
(19)
(1,696,445)
(17)
(2,135,748)
(15)
(38,063)
(1)
(25,572)
-
(1,734,508)
(18)
(2,161,320)
(15)
(0.45)
(1.08)
2020
Amount
%
$ 3,514,863
100
3,269,337
93
245,526
7
-
-
245,526
7
104,095
3
204,257
6
37,299
1
(661)
-
344,990
10
12,801
-
(86,663)
(3)
178,522
5
228,441
7
(162,969)
(5)
(3,521)
-
3,288
-
243,761
7
157,098
4
10,387
-
146,711
4
139,579
4
(92,622)
(2)
46,957
2
$
193,668
6
$ 142,259
4
4,452
-
$
146,711
4
$ 203,730
6
(10,062)
-
$
193,668
6
$
0.05
2020
Amount
%
9,794,709
100
9,987,703
102
(192,994)
(2)
-
-
(192,994)
(2)
375,812
4
731,914
7
134,637
1
(17,821)
-
1,224,542
12
-
-
(1,417,536)
(14)
290,000
3
446,336
4
(526,787)
(5)
1,954
-
14,268
-
225,771
2
(1,191,765)
(12)
18,333
-
(1,210,098)
(12)
21,387
-
(545,797)
(6)
(524,410)
(6)
(1,734,508)
(18)
(1,198,274)
(12)
(11,824)
-
(1,210,098)
(12)
(1,696,445)
(17)
(38,063)
(1)
(1,734,508)
(18)
(0.45)

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the nine months ended September 30, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Effect of retrospective application
Balance at January 1, 2019 as restated
Net loss for the nine months ended September 30, 2019
Other comprehensive income (loss) for the nine months ended September 30, 2019
Total comprehensive income (loss) for the nine months ended September 30, 2019
Other changes in capital surplus:
Changes in capital surplus from investments in associates and joint ventures
accounted for using the equity method
Offset of deficit against capital surplus
Non-controlling interests
Compensation cost of restricted shares for employees
Cancellation of restricted shares for employees
Disposal of investment in equity instruments designated at fair value through other
comprehensive income
Balance at September 30, 2019
Balance at January 1, 2020
Net loss for the nine months ended September 30, 2020
Other comprehensive income (loss) for the nine months ended September 30, 2020
Total comprehensive income (loss) for the nine months ended September 30, 2020
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using the equity
method
Offset of deficit against capital surplus
Difference between consideration and carrying amount of subsidiaries acquired or
disposed
Change in non-controlling interests
Compensation cost of restricted shares for employees
Difference between the price that has not been increased in proportion to
shareholding and net value
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Issuance of share for exercise of employees
Cancellation of restricted shares for employees
Balance at September 30, 2020
Attributable to ow Attributable to ow ners of parent Total equity
attributable to
owners of
parent
24,907,012
(307,369)
24,599,643
(2,706,918)
571,170
(2,135,748)
(367)
-
-
(1,494)
(8,930)
-
22,453,104
20,721,993
(1,198,274)
(498,171)
(1,696,445)
7,819
-
(84,833)
-
10,399
(690)
-
-
(3,033)
18,955,210
Non-
controlling
interest
897,999
(34,173)
863,826
(33,064)
7,492
(25,572)
367
-
(1,262)
-
-
-
837,359
762,242
(11,824)
(26,239)
(38,063)
-
-
84,833
30
-
690
-
-
-
809,732
Total equity
Share capital Capital surplus
1,011,023
-
1,011,023
-
-
-
-
(369,468)
-
333
227
-
642,115
118,989
-
-
-
7,819
(123,629)
-
-
-
-
-
(389)
1,081
3,871
Accumulated
deficits
(369,468)
(306,410)
(675,878)
(2,706,918)
-
(2,706,918)
(367)
369,468
-
-
-
(7,968)
(3,021,663)
(6,000,644)
(1,198,274)
-
(1,198,274)
-
123,629
(84,833)
-
-
(690)
436,200
-
-
(6,724,612)
Other equity Unearned
employees
benefits
(16,586)
-
(16,586)
-
-
-
-
-
-
(1,827)
14,718
-
(3,695)
(18,414)
-
-
-
-
-
-
-
10,399
-
-
(7,561)
4,098
(11,478)
Treasury
shares
(18,699)
-
(18,699)
-
-
-
-
-
-
-
-
-
(18,699)
(18,699)
-
-
-
-
-
-
-
-
-
-
-
-
(18,699)
Ordinary
shares
$ 25,157,599
-
25,157,599
-
-
-
-
-
-
-
(23,875)
-
$
25,133,724
$ 26,653,375
-
-
-
-
-
-
-
-
-
-
7,950
(8,212)
$
26,653,113
Exchange
differences on
translation of
foreign
financial
statements
(328,960)
(959)
(329,919)
-
145,494
145,494
-
-
-
-
-
-
(184,425)
(296,106)
-
(519,558)
(519,558)
-
-
-
-
-
-
-
-
-
(815,664)
Unrealized
gains (loss) on
financial assets
at fair value
through other
comprehensive
income
(527,897)
-
(527,897)
-
425,676
425,676
-
-
-
-
-
7,968
(94,253)
283,492
-
21,387
21,387
-
-
-
-
-
-
(436,200)
-
-
(131,321)
25,805,011
(341,542)
25,463,469
(2,739,982)
578,662
(2,161,320)
-
-
(1,262)
(1,494)
(8,930)
-
23,290,463
21,484,235
(1,210,098)
(524,410)
(1,734,508)
7,819
-
-
30
10,399
-
-
-
(3,033)
19,764,942

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Loss before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net gain (loss) on financial assets or liabilities at fair value through profit or loss
Finance cost
Interest income
Dividends income
Compensation cost of restricted shares for employees
Share of loss (gain) of associates and joint ventures accounted for using the equity method
Loss (Gain) on disposal of property, plant and equipment and power facilities business held
for sale
Gain on disposal of investments
Reversal of provisions
Impairment loss on prepayment
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Contract assets - current
Notes and accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventory
Prepayments (including non-current)
Other current assets
Contract liabilities - current
Notes and accounts payable (including related parties)
Provisions
Other current liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Income taxes received (paid)
Net cash flows generated from (used in) operating activities
Cash flows from investing activities:
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 held for
sale
Decrease in refundable deposits
Increase in other receivables due from related parties
Acquisition of intangible assets
Increase in other financial assets
Decrease in other non-current assets
Interest received
Dividends received
Net cash flows generated from investing activities
Cash flows from financing activities:
Decrease in short-term loans
Increase (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
Interest paid
Others
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the nine months ended September 30
2020
2019
$ (1,191,765)
(2,691,143)
1,620,113
2,653,491
7,040
17,268
(17,821)
12,002
(23,988)
(9,949)
526,787
660,521
(14,268)
(40,455)
(89,028)
(75,153)
8,666
(1,494)
(1,954)
90,561
(243,997)
9,989
(203,913)
(212,773)
(37,579)
(179,236)
113,121
15,895
9,457
(40,325)
1,652,636
2,900,342
252,761
(61,289)
(674,738)
(261,767)
301,527
(123,316)
(50,657)
(8,450)
65,561
346,939
1,065,300
(1,331,358)
166,005
(439,962)
505,239
(326)
(7,796)
108,315
151,668
(12,310)
13,988
45,873
(169,538)
(510,549)
1,619,320
(2,248,200)
2,080,191
(2,039,001)
(30,568)
990
2,049,623
(2,038,011)
1,892,626
6,755
(30,000)
-
1,078,760
-
11,130
747,551
(183,471)
(713,077)
65,038
31,148
239,098
17,065
-
(12,446)
-
(34)
(438,351)
(439,596)
30,584
40,909
10,468
70,617
95,577
90,360
2,771,459
(160,748)
(209,041)
(2,911,324)
(79,200)
119,900
1,110,800
9,982,309
(6,312,223)
(9,280,909)
(13,700)
(4,923)
(62,418)
(45,188)
(464,382)
(559,998)
3,504
3,728
(6,026,660)
(2,696,405)
(578,232)
10,294
(1,783,810)
(4,884,870)
6,371,316
9,555,845
$
4,587,506
4,670,975
2020
$ (1,191,765)
1,620,113
7,040
(17,821)
(23,988)
526,787
(14,268)
(89,028)
8,666
(1,954)
(243,997)
(203,913)
(37,579)
113,121
9,457
1,652,636
252,761
(674,738)
301,527
(50,657)
65,561
1,065,300
166,005
505,239
(7,796)
151,668
13,988
(169,538)
1,619,320
2,080,191
(30,568)
2,049,623
1,892,626
(30,000)
1,078,760
11,130
(183,471)
65,038
239,098
-
-
(438,351)
30,584
10,468
95,577
2,771,459
(209,041)
(79,200)
1,110,800
(6,312,223)
(13,700)
(62,418)
(464,382)
3,504
(6,026,660)
(578,232)
(1,783,810)
6,371,316
$
4,587,506

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

September 30, 2020 and 2019

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

(1) Company history

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

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

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

The consolidated financial statements were approved and released by the Company’s board of directors on November 12, 2020.

(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. (“FSC”) which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020.

are effective for annual periods beginning on or after January 1, 2020.
Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 3 “Definition of a Business” January 1, 2020
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform” January 1, 2020
Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020
Amendments to IFRS 16 “Covid-19-Related Rent Concessions” June 1, 2020

The Group assesses that the adoption of the abovementioned standards would not have any material impact on its consolidated financial statements.

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

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2021:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying January 1, 2021
IFRS 9”

(Continued)

9

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

The Group assesses that the adoption of the abovementioned amendments would not have any material impact on its consolidated financial statements.

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

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between Effective date to
an Investor and Its Associate or Joint Venture” be determined
by IASB
IFRS 17 “Insurance Contracts” January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” January 1, 2023
Amendments to IAS 16 “Property, Plant and Equipment-Proceeds before January 1, 2022
Intended Use”
Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a Contract” January 1, 2022
Annual Improvements to IFRS Standards 2018-2020 January 1, 2022
Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022
Amendments to IFRS 17 “Insurance Contracts” January 1, 2023
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate January 1, 2021
Benchmark Reform-Phase 2”

Those which may be relevant to the Group are set out below:

Issuance / Release Standards or Dates Interpretations Content of amendment January 23, 2020 Amendments to IAS 1 The amendments aim to promote consistency “Classification of Liabilities as in applying the requirements by helping Current or Non-current” companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

(Continued)

10

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

Issuance / Release Standards or Dates Interpretations Content of amendment May 14, 2020 Amendments to IAS 37 - “Onerous Contracts Cost of Fulfilling a Contract” relate directly to the contract as follows:

The amendments clarify that the ‘ costs of fulfilling a contract’ comprises the costs that relate directly to the contract as follows:

  • ●the incremental costs – e.g. direct labor and materials; and

  • ●an allocation of other direct costs – e.g. an allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract.

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

(4) Summary of significant accounting policies

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect by FSC, and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.

Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2019. For related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2019.

(b) Basis of consolidation

For the related information about list of subsidiaries, percentage of ownership and main activities, please refer to note 13(b).

  • (c) Income taxes

The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34, Interim Reporting.

Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period.

(Continued)

11

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

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

The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs 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 preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with note 5 of the consolidated financial statements for the year ended December 31, 2019.

(6) Explanation of significant accounts:

Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2019. Please refer to the 2019 annual consolidated financial statements.

  • (a) Cash and cash equivalents
September 30,
2020
Cash on hand, checking accounts and demand
deposits
$ 4,566,856
Time deposits
20,650
Cash and cash equivalents listed in the
consolidated cash flow statements
$
4,587,506
Financial assets and liabilities at fair value through profit and loss
September 30,
2020
Financial assets mandatorily measured at fair
value through profit or loss:
Derivatives not used for hedging
Forward exchange contracts
$ 780
Foreign exchange swap contracts
6,607
Long call options
212,620
Put options
-
Total
$
220,007
Current
$ 7,387
Non-current
212,620
Total
$
220,007
December 31,
2019
6,368,716
2,600
6,371,316
December 31,
2019
-
2,392
232,865
35,514
270,771
2,392
268,379
270,771
September 30,
2019
4,666,580
4,395
4,670,975
September 30,
2019
3,972
-
254,310
-
258,282
3,972
254,310
258,282

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

(Continued)

12

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

Financial liabilities designated at fair value
through profit or loss:
Derivatives not used for hedging
Forward exchange contracts
Interest swap contract
Short call options
Total
Current
Non-current
Total
September 30,
2020
$ 5,339
144
103,572
$
109,055
$ 5,483
103,572
$
109,055
December 31,
2019
755
-
143,814
144,569
755
143,814
144,569
September 30,
2019
-
-
196,993
196,993
-
196,993
196,993
  • (i) The short call options mentioned above derived from the loan contract signed with IMPA. Refer to note 6(o) for more details.

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

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

Shorting call options-MEGA 16
Estimated strike price
Expected volatility
Duration
Risk-free rate
Shorting call options-TEV II
Estimated strike price
Expected volatility
Duration
Risk-free rate
September 30,
2020
USD13,347
thousand dollars
17.5%
2.25 years
1.60%
USD13,822
thousand dollars
18%
4.25 years
1.60%
December 31,
2019
September 30,
2019
USD13,347
thousand dollars
USD13,347
thousand dollars
17.5%
18%
3 years
3.25 years
1.60%
2.80%
USD13,822
thousand dollars
USD13,822
thousand dollars
18%
18%
5 years
5.25 years
1.60%
2.90%

(Continued)

13

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

Longing call options-MEGA 16
Estimated strike price
Expected volatility
Duration
Risk-free rate
Longing call options-TEV II
Estimated strike price
Expected volatility
Duration
Risk-free rate
September 30,
2020
December 31,
2019
September 30,
2019
USD656 thousand
dollars
USD656 thousand
dollars
USD656 thousand
dollars
17.5%
17.5%
18%
2.25 years
3 years
3.25 years
1.60%
1.60%
2.80%
USD704 thousand
dollars
USD704 thousand
dollars
USD704 thousand
dollars
18%
18%
18%
3.75 years
4.5 years
4.75 years
1.60%
1.60%
2.90%
  • (iv) The put options derived from an agreement between the Group and associate company Clean Focus Yield Limited (CFY) stating that 100% of the shares held can be sold back to CFY under certain conditions. The Group has executed the option in January of 2020. Please refer to note 6(h) for more details.

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

September 30, 2020
Foreign exchange swap contracts
Selling Forward exchange contracts
December 31, 2019
Foreign exchange swap contracts
Selling Forward exchange contracts
September 30, 2019
Selling Forward exchange contracts
Currency
NTD/USD
EUR/USD
NTD/USD
EUR/USD
EUR/USD
Maturity Date
Contract Amount
(in Thousands)
October 8, 2020~
December 22, 2020
EUR876,100/ USD30,000
October 21, 2020~
January 4, 2021
EUR11,900/ USD13,835
January 21, 2020
NTD661,573/ USD22,000
January 17, 2020
EUR3,000/ USD3,339
December 24, 2019
EUR12,000/ USD13,315

(Continued)

14

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

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

For the three For the three months ended months ended For the nine months For the nine months
September 30, ended September 30,
2020 2019 2020 2019
Revaluation of derivatives
listed in profit and loss $ 16,172 38,656 49,691 25,551
Financial assets at fair value through other comprehensive income
September 30, December 31, September 30,
2020 2019 2019
Equity instrument measured at fair value
through other comprehensive income:
Domestic investments
Listed ordinary shares $ 561,196 2,428,875 2,050,598
Unlisted ordinary shares 73,181 76,595 75,417
Overseas investments - unlisted ordinary shares 20,426 20,426 22,137
Total $ 654,803 2,525,896 2,148,152
Current $ 117,267 114,414 125,225
Non-current 537,536 2,411,482 2,022,927
Total $ 654,803 2,525,896 2,148,152

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

  • (i) The Group’s equity instruments are not held for trading, therefore has been designated at fair value through other comprehensive income.

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

  • (iii) Due to the changes in strategic layout during July 2020, the Group sold parts of financial assets at fair value through other comprehensive income for $1,892,626 thousand, and the accumulated disposal gain was $436,200 thousand. Therefore, the Group transferred this account from other equity to retained earnings. The Group did not dispose any strategic investments in the nine months ended September 30, 2019. During the period, the accumulated gains and losses were not transferred into equity.

  • (iv) For credit risk and market risk, please refer to note 6(z).

  • (v) The financial assets mentioned above had been pledged as collateral for long-term borrowings; please refer to note 8.

(Continued)

15

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.
September 30,
2020
$
144,825
December 31,
2019
149,975
September 30,
2019
155,100
  • (i) The Group assessed its expected cash flows until maturity, which covers the entirety of interests and principle, and therefore, measured at amortized costs.

  • (ii) Phanes Holding Inc. a project developer, is an overseas unlisted company. In order to build a long-term cooperative strategic relationship with Phanes Holding Inc. the Group subscribed to the entire five-year callable preference shares (C-Shares III) for 24,000 shares, at par value, amounting to USD5,000 thousand.

  • (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. For the nine months ended September 30, 2020 and 2019, the interest income of convertible preference shares amounted to $6,889 thousand and $8,568 thousand, respectively. As of September 30, 2020, December 31 and September 30, 2019, the interest receivables, classified as other receivables from related parties, amounted to $27,886 thousand, $20,997 thousand and $18,977 thousand, respectively.

  • (iv) Credit risk

The Group considers the debtor’s current financial situation and the industry’s prospects to derive at the 12-months or lifetime Expected Credit Loss (ECL) of the debt instrument. The Group came to the conclusion that the debtor’s credit risk is low and has sufficient ability to pay off the contracted cash flow, and therefore, there was no ECL rate.

  • (v) As of September 30, 2020, December 31 and September 30, 2019, financial assets at amortized cost had not been pledged as security.

  • (e) Notes and accounts receivables

Notes and accounts receivable
Accounts receivable from related parties
Less: Loss Allowance
September 30,
2020
December 31,
2019
2,653,904
523,933
(602,251)
2,575,586
September 30,
2019
3,457,796
675,278
(594,229)
3,538,845

(Continued)

16

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

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Total
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Signs of Counterparty Default
Total
September 30, 2020 September 30, 2020
Gross carrying
amount
Weighted-
average loss
rate
$ 1,891,664
0%~0.09%
358,413
0%~0.49%
60,447
0%~1.52%
67,470
0%~2.83%
7,331
0%~7.91%
6,668
0%~17.05%
2,764
0%~54.55%
1,125,585
0%~100%
$
3,520,342
December 31, 2019
Loss allowance
provision
983
429
593
885
161
-
-
577,735
580,786
Weighted-
average loss
rate
0%~0.22%
0%~4.09%
0%~4.10%
0%~11.53%
0%~19.89%
0%~27.55%
0%~26.35%
0%~100%
100%
Loss allowance
provision
938
6,451
2,443
3,466
3,789
589
845
5,669
578,061
602,251

(Continued)

17

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
91 to 120 days past due
121 to 150 days past due
151 to 180 days past due
More than 181 days past due
Signs of Counterparty Default
Total
September 30, 2019 September 30, 2019 Loss allowance
provision
2,001
1,700
272
600
-
-
-
6,176
583,480
Gross carrying
amount
$ 2,706,817
202,834
49,950
11,710
119,404
12,615
1,517
444,747
583,480
$
4,133,074
Weighted-
average loss
rate
0%~0.22%
0%~4.09%
0%~4.10%
0%~11.53%
0%~19.89%
0%~27.55%
0%~26.35%
0%~100%
100%
594,229

The movement in the allowance for notes and trade receivables were as follows:

Balance at January 1
Impairment loss recognized (reversed)
Amounts written off
Foreign exchange gains (loss)
Balance at September 30
For the nine months ended
September 30,
2020
2019
$ 602,251
622,654
(17,821)
(18,153)
(222)
(3,963)
(3,422)
(6,309)
$
580,786
594,229
For the nine months ended
September 30,
2020
2019
$ 602,251
622,654
(17,821)
(18,153)
(222)
(3,963)
(3,422)
(6,309)
$
580,786
594,229
2020
$ 602,251
(17,821)
(222)
(3,422)
$
580,786
622,654
(18,153)
(3,963)
(6,309)
594,229

The aforementioned notes and accounts receivables of the Group had not been pledged as collateral as of September 30, 2020, December 31 and September 30, 2019.

(f) Other receivables

Other receivables from related parties
Others
Less: Loss Allowances
Current
Non-Current
September 30,
2020
$ 1,202,699
1,967,275
(15,616)
$
3,154,358
$ 3,132,108
22,250
$
3,154,358
December 31,
2019
691,352
157,805
(16,007)
833,150
810,109
23,041
833,150
September 30,
2019
719,794
240,759
(16,397)
944,156
920,029
24,127
944,156

(Continued)

18

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

  • (i) For those with credit risk that did not increase significantly since initial recognition, 12-month ECL was applied; and for those with credit risk that increased significantly since initial recognition, lifetime ECL was applied.

  • (ii) Analysis of the aging schedule of other receivables are as follows:

0 to 60 days past due
61 to 90 days past due
91 to 120 days past due
Over 120 days
September September 30, 2020
Impairment
Recognized
11,007
-
-
4,609
15,616
December 31, 2019
Gross
carrying
amount
Impairment
Recognized
838,933
11,398
-
-
-
-
10,224
4,609
849,157
16,007
December 31, 2019
Gross
carrying
amount
Impairment
Recognized
838,933
11,398
-
-
-
-
10,224
4,609
849,157
16,007
September 30, 2019 September 30, 2019
Gross
carrying
amount
Gross
carrying
amount
Gross
carrying
amount
915,299
15,629
5,452
24,173
960,553
Impairment
Recognized
$ 3,099,115
-
55,034
15,825
$
3,169,974
838,933
-
-
10,224
11,788
-
4,609
-
849,157 16,397

(iii) The movements in loss allowances for other account receivable were as follows:

Balance at January 1
Impairment loss recognized (reversed)
Amounts written off
Foreign exchange gains (loss)
Balance at September 30
For the nine months ended
September 30,
2020
2019
$ 16,007
8,400
-
30,155
-
(22,142)
(391)
(16)
$
15,616
16,397
2020
$ 16,007
-
-
(391)
$
15,616
  • (g) Inventories
Construction in progress
Finished goods and products
Raw materials
Work in progress
September 30,
2020
December 31,
2019
2,533,566
1,769,145
606,876
34,993
4,944,580
September 30,
2019
$ 2,287,007
729,071
586,730
81,957
$
3,684,765
2,886,905
2,310,078
635,927
70,895
5,903,805
  • (i) The construction in progress listed above is the construction cost incurred to build the power plant that the Group is intending to sell.

(Continued)

19

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

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

Cost of goods sold
Unallocated production
overheads
Write-down and
retirement of
inventories
Others
Total
For the three months ended
September 30,
2020
2019
$ 3,230,433
4,178,797
135,880
517,565
(96,311)
(23,050)
(665)
(2,168)
$
3,269,337
4,671,144
For the nine months ended
September 30,
2020
2019
9,414,240
13,396,470
505,191
1,237,000
69,429
113,274
(1,157)
(4,432)
9,987,703
14,742,312
2020
$ 3,230,433
135,880
(96,311)
(665)
$
3,269,337

(iii) The inventories of the Group had been pledged as collateral, please refer to note 8.

  • (h) Investments accounted for using the equity method
Associates
Joint ventures
September 30,
2020
$ 203,486
3,484
$
206,970
December 31,
2019
2,126,807
3,608
2,130,415
September 30,
2019
2,261,288
3,730
2,265,018
  • (i) Please refer to note 13(b) for list of investments, percentage of ownership and main activities.

  • (ii) Considering the associates and joint ventures are not the biggest stockholders to the Group, besides, they cannot get more than half director seats or more than half of majority voting rights at the stockholder’ s meeting. Therefore, the Group only had significant influence on associates and joint ventures.

(iii) Associates

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

  • 2) The Group sold the 40% shares of Neo Cathay. for $705,876 thousand, the gain of disposal was $80,408 thousand, which was classified as other gain and loss. Besides, it had not collected for $705,876 thousand as of September 30, 2020, it was accounted as other receivables. This payment was collected in October, 2020.

(Continued)

20

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

  • 3) 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:
September 30, September 30, December 31, December 31, December 31, September 30,
2020 2019 2019
Carrying amount of individually
insignificant associates’ equity $ 203,486 2,126,807 2,261,288
For the three months ended For the nine months ended
September 30, September 30,
2020 2019 2020 2019
Attributable to the Group
Net income(loss) $ (3,521) (31,011) 1,954 (26,813)
Other comprehensive 3,604 (4,022) (10,689) 687
income(loss)
Comprehensive income(loss) $ 83 (35,033) (8,735)
(26,126)
The Group’s financial information on investments in individually insignificant joint ven tures
accounted for using the equity method was as follows:
September 30, December 31, September 30,
2020 2019 2019
The carrying amount of investments in the
individually insignificant associates $ 3,484 3,608 3,730
For the three months ended For the nine months ended
September 30, September 30,
2020 2019 2020 2019
Amount of individually
insignificant associates’
interests attributable to the
Group:
Net income(loss) $ - (62,338) - (63,748)
Other comprehensive income - - - -
Comprehensive income $ - (62,338) - (63,748)

(iv) The Group’s financial information on investments in individually insignificant joint ventures accounted for using the equity method was as follows:

(v) The investments accounted for using the equity method have been pledged as collateral for bank loans, refer to note 8.

  • (vi) The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the nine months ended September 30, 2020 and 2019 have not been reviewed.

(Continued)

21

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

(i) Loss of control of subsidiaries

For the nine months ended September 30, 2020 and 2019, the Group sold all of its shares in subsidiaries and loss control of them, with the considerations of $12,769 thousand and $747,551 thousand, the disposal gains (loss) are $(94,322) thousand and $212,773 thousand, respectively, which were included in other gains and losses.

Other current assets
Property, plant and equipment (deducting unrealized profit)
Right of use asset
Other assets
Long term loans
Current liability
Lease liability
Non-current liability
Carrying amount of subsidiary’s net assets
For the nine months ended
September 30,
2020
2019
$ 143,521
5,653
-
719,242
150,641
-
7,748
19,458
-
(192,767)
(3,173)
-
(191,199)
-
(447)
-
$
107,091
551,586
2020
$ 143,521
-
150,641
7,748
-
(3,173)
(191,199)
(447)
$
107,091

(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, 2020
Additions
Disposals
Reclassification
Effect of changes in foreign
exchange rates
Balance on September 30, 2020
Balance on January 1, 2019
Additions
Disposals
Reclassification
Effect of changes in foreign
exchange rates
Balance on September 30, 2019
Land
$ 1,541,409
-
-
-
(8,245)
$
1,533,164
$ 1,537,278
-
-
-
5,511
$
1,542,789
Buildings
8,176,387
11,554
(1,245,986)
282,660
(36,950)
7,187,665
8,154,114
-
-
-
25,574
8,179,688
Machinery
and
equipment
21,497,167
170,044
(1,941,644)
771,217
(138,416)
20,358,368
20,796,539
53,869
(45,017)
583,394
28,516
21,417,301
Other
equipment
7,193,271
3,460
(80,810)
1,181,401
(199,138)
8,098,184
7,573,508
171,463
(1,072,990)
12,887
382,285
7,067,153
Equipment
to be
inspected
and
construction
in progress
874,195
(6,694)
(139,306)
(378,821)
(17,776)
331,598
2,964,541
476,908
(83,540)
(1,946,170)
(188,923)
1,222,816
Total
39,282,429
178,364
(3,407,746)
1,856,457
(400,525)
37,508,979
41,025,980
702,240
(1,201,547)
(1,349,889)
252,963
39,429,747

(Continued)

22

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

Accumulated depreciation
Balance on January 1, 2020
Additions
Disposal
Reclassification
Effect of changes in foreign
exchange rates
Balance on September 30, 2020
Balance on January 1, 2019
Depreciation
Disposal
Effect of changes in foreign
exchange rates
Balance on September 30, 2019
Carrying amounts:
Balance on January 1, 2020
Balance on September 30, 2020
Balance on January 1, 2019
Balance on September 30, 2019
Land
$ -
-
-
-
-
$
-
$ -
-
-
-
$
-
$
1,541,409
$
1,533,164
$
1,537,278
$
1,542,789
Buildings
1,952,218
261,556
(360,204)
186,258
(3,370)
2,036,458
1,175,351
283,615
-
566
1,459,532
6,224,169
5,151,207
6,978,763
6,720,156
Machinery
and
equipment
16,886,978
981,263
(1,965,351)
653,978
(41,225)
16,515,643
13,071,809
1,899,136
(27,664)
(18,717)
14,924,564
4,610,189
3,842,725
7,724,730
6,492,737
Other
equipment
1,121,904
315,579
(63,858)
852,519
(36,143)
2,190,001
1,301,363
397,735
(413,504)
(1,206)
1,284,388
6,071,367
5,908,183
6,272,145
5,782,765
Equipment
to be
inspected
and
construction
in progress
256,371
-
(101,350)
-
(6,703)
148,318
257,949
-
-
-
257,949
617,824
183,280
2,706,592
964,867
Total
20,217,471
1,558,398
(2,490,763)
1,692,755
(87,441)
20,890,420
15,806,472
2,580,486
(441,168)
(19,357)
17,926,433
19,064,958
16,618,559
25,219,508
21,503,314

(i) The Group sold the building to non-related parties with the considerations of $1,038,306 thousand, the gain of disposal was $248,926 thousand. As of September 30, 2020, the payment mentioned above still have not been received, therefore, it was classified as other receivables. Besides, it should repay the bank mortgage for $789,395 thousand, in priority when was received the payment.

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

(k) Right-of-use assets

Carrying amount:
Balance at September 30, 2020
Balance at December 31, 2019
Balance at September 30, 2019
Land
$
724,363
$
746,073
$
758,127
Building
33,141
164,308
214,289
Machinery
and
equipment
131
41,159
42,583
Other
equipment
17,785
29,574
18,936
Total
775,420
981,114
1,033,935

The Group leases the lands, buildings, machines and other equipment that was classified as right-ofuse assets. Due to the disposal of a subsidiary and loss all control to it, right-of-use assets decreased by $150,641 thousand.

(Continued)

23

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

Except for the above, there were no significant additions, disposal, or recognition and reversal of the impairment losses of right-of-use assets leased by the Group for the nine months ended September 30, 2020 and 2019. Please refer to the 2019 annual consolidated financial statements for other related information.

  • (l) Intangible assets
Contract with
Consultants
Carrying amount:
Balance at September 30, 2020
$
-
Balance at December 31, 2019
$
-
Balance at September 30, 2019
$
128,942
Contract with
Customers
98,299
103,712
109,027
Other
7,183
11,645
24,865
Total
105,482
115,357
262,834

There were no significant additions, disposal, or recognition and reversal of impairment losses of intangible assets for the nine months ended September 30, 2020 and 2019. Please refer to the 2019 annual consolidated financial statements for other related information.

  • (m) Short-term notes and bills payable
Commercial paper payable

Less: discounts on commercial paper payable
September 30,
2020
$ 336,900
(70)
$
336,830
December 31,
2019
416,100
(642)
415,458
September 30,
2019
396,900
(564)
396,336

There were no significant issues, repurchases and repayments of short-term notes and bills payable for the nine months ended September 30, 2020 and 2019. Please refer to the 2019 annual consolidated financial statements for other related information.

  • (n) Short-term borrowings
Short-term borrowings
Secured bank loans

Unsecured bank loans
Total

Unused credit lines

Range of interest rates
September 30,
2020
$ -
2,673,550
$
2,673,550
$
2,615,989
1.16%~2.36%
December 31,
2019
244,459
2,744,339
2,988,798
2,700,284
1.73%~6.27%
September 30,
2019
249,632
3,716,787
3,966,419
2,253,480
1.54%~6.27%
  • (i) There were no significant issues, repurchases and repayments of short-term borrowings for the nine months ended September 30, 2020 and 2019. Please refer to the 2019 annual consolidated financial statements for other related information.

  • (ii) For the collateral for borrowings, please refer to note 8.

(Continued)

24

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

(o) Long-term liabilities

(i) Long-term borrowings

September 30,
2020
Secured bank loans
10.13 billion syndicated loan from First Bank$ 5,947,086
4.5 billion syndicated loan from First Bank
2,279,560
FMO & DEG Bank
996,658
Cathay Bank
629,705
KGI Bank Loan
250,000
CTBC bank loan
-
IMPA
612,702
Machinery and equipment financing from
EQUVO Pte. Ltd., Taiwan Branch
(Singapore)
-
Chailease International Financial Services.
Co., Ltd.
126,576
Inventories financing loans
107,510
Other financing loan
434,606
Unsecured bank loans
King’s Town Bank loan
540,000
0.5 billion syndicated loan from First Bank
112,500
Other financing loan
124,090
12,160,993
Less: Current portion
(5,332,302)
Total
$
6,828,691
Unused credit lines
$
1,026,980
Range of interest rates
0.91%~7.82%
December 31,
2019
9,803,460
2,327,560
1,071,422
678,119
250,000
171,374
620,998
488,134
143,061
168,837
497,140
904,916
225,000
148,116
17,498,137
(5,721,202)
11,776,935
506,040
1.49%~7.82%
September 30,
2019
8,864,599
2,339,560
1,121,001
289,307
250,000
162,640
637,476
531,939
172,471
234,629
508,422
980,000
225,000
196,240
16,513,284
(5,084,125)
11,429,159
1,232,760
1.49%~7.82%
  • 1) The long-term loan contracts listed above will expire in November 2043.

  • 2) Except for the following, there were no significant issues, repurchases and repayments of long-term borrowings for the nine months ended September 30, 2020 and 2019. Please refer to the 2019 annual consolidated financial statements for other related information.

(Continued)

25

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

  • 3) 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, Electronic J.R.C Srl (JCR), to maintains certain financial ratios based on their annual and semiannual consolidated financial reports, wherein the balance of the special reserve account should not be below USD$3,000 thousand.

  • 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.

  • c) The Group entered into a long-term loan agreement with Far Eastern International Bank. According to the terms and conditions on the contract, it requires the borrower, Yong Liang, to maintain certain financial ratios based on their annual and semiannual consolidated financial reports.

  • d) The Group entered into $10.13 billion and $500 million syndicated loans with First Bank. According to the terms and conditions on the contract, it requires the Company to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period.

As of September 30, 2020, December 31 and September 30, 2019, the Group did not breach any of the terms stated above.

  • e) 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 and semiannual consolidated financial reports during the credit period. The abovementioned syndicated loans expired on September 30, 2020, however, the syndicated loans bank has agreed to extend the loan until September 30, 2021. The financial ratio before the loan due date need not be reviewed.

  • f) The Group entered into a syndicated loan with CTBC Bank, wherein the Company is a joint guarantor. According to the terms and conditions of the contract, it requires Gintech (Thailand) Limited (Gintech (Thailand)) and the Company to maintain certain financial ratios. The Group failed to comply with the relevant regulations on December 31, 2019 and September 30, 2019. However, it was still in the improvement period, therefore, no breach of contract was committed. Instead, the Group will only need to pay the additional interest in accordance with the contract. The loan had already repaid in the second quarter of 2020.

(Continued)

26

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

4) 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 MEGA 16, and AC GES, a company owned by the Group through TEV Solar, starting from December 2022 to June 2024. Therefore, the contract includes an embedded derivative (selling a call option) that is not closely related to the main contract and is recognized as a financial liability designated at fair value through profit and loss; please refer to note 6(b) and (z). According to the contracts, it restricts part of the consolidated entities to transfer the shares before the derivatives instrument expires; please refer to note 13(b).

The interest rates of MEGA 16 and TEV II borrowing from IMPA were 4.25% and 4.75% respectively. After separating the short call option from the host contract, the adjusted loan interest rates became 11.08% and 11.38%, respectively.

  • (ii) Bonds payable
Secured convertible bonds
Less: current portion
Total
September 30,
2020
$ -
-
$
-
December 31,
2019
-
-
-
September 30,
2019
3,715,685
(3,715,685)
-

The Group failed to comply with the financial rate based on the corporate bond agreement issued on September 30, 2019. The Group recognized the compensation in accordance with the contract.

There were no significant issues, repurchases and repayments of bonds payable for the nine months ended September 30, 2020 and 2019. The corporate bonds listed above had been fully repaid in October 2019, please refer to the 2019 annual consolidated financial statements for other related information.

(iii) For the collateral for borrowings, please refer to note 8.

(p) Preference share liabilities

Class A preference shares
Less: Current portion
Total
September 30,
2020
$ 32,464
(15,530)
$
16,934
December 31,
2019
44,260
(16,082)
28,178
September 30,
2019
49,709
(16,632)
33,077

The Group’s subsidiaries, MEGA 16 and TEV II, have issued Class A preference shares through GES USA and GES AC respectively. Relevant information was as follows:

(Continued)

27

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

Issuance date
Total amount issued
percentages of Class A
preference shares held by
shareholders
Issuance terms
- Voting rights
- Dividend rights
- Others
issued by MEGA 16
issued by TEV II
2017.12
2018.12
USD11,920 thousand dollars
USD10,051 thousand dollars
32.41%
33.81%
Yes
Yes
Shareholders will be given priority
to receive cumulative cash
dividend of 0.65% with a monthly
fixed Asset Management Fee each
quarter and are entitled to 99% of
profits sharing before expiration
date December 2022.
Shareholders will be given priority
to receive cumulative cash
dividend of 0.675% with a monthly
fixed Asset Management Fee each
quarter and are entitled to 99% of
sharing earned before expiration
date June 2024.
Starting from December 2022, the
Group would be able to repurchase
the entirety of Class A shares at
contract price.
Starting from June 2024, the
Group
would be able to repurchase the
entirety of Class A shares at
contract price.

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

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

(q) Lease liabilities

The Group leases certain land, buildings and transportation equipment for operating with lease terms of 3 to 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.

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

Current
Non-current
September 30,
2020
$
26,520
$
767,546
December 31,
2019
65,778
952,521
September 30,
2019
28,935
1,032,181

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

(Continued)

28

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

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 three months ended
September 30,
2020
2019
$
6,363
8,067
$
2,519
535
$
4,148
390
$
530
7,656
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$
6,363
$
2,519
$
4,148
$
530
2020
23,047
7,886
14,754
2,026
2019
25,632
3,226
4,225
17,051

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

Total cash outflow for leases
(r)
Provisions
Warranty
For the nine
months ended
September 30,
2020
$
87,084
September 30,
2020
December 31,
2019
$
152,429
176,069

For the nine
months ended
September 30,
2019
69,690
September 30,
2019
171,611

There were no significant changes in provisions for the nine months ended September 30, 2020 and 2019. Please refer to the consolidated financial statements for the year ended December 31, 2019 for other related information.

(s) Income Taxes

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

Current tax expense
Deferred tax expense
Income tax expense
For the three months ended
September 30,
2020
2019
$ 7,677
1,350
2,710
-
$
10,387
1,350
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 7,677
2,710
$
10,387
2020
15,628
2,705
18,333
2019
48,839
-
48,839

(Continued)

29

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

  • (ii) There was no income tax recognized directly in equity or other comprehensive income for the nine months ended September 30, 2020 and 2019.

  • (iii) The Company’ s tax returns for the years through 2017 were assessed by the National Tax Bureau.

(t) Capital and other equity

Except for the following disclosure, there was no significant change for capital and other equity for the periods from January 1 to September 30, 2020 and 2019. For the related information, please refer to the consolidated financial statements for the year ended December 31, 2019.

  • (i) Ordinary shares
Authorized share capital
Issued share capital
Total shares issued
September 30,
2020
$
36,000,000
$
26,653,113
$
2,665,311
December 31,
2019
32,000,000
26,653,375
2,665,338
September 30,
2019
32,000,000
25,133,724
2,513,372

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

A resolution was passed during the board meeting held on June 14, 2019 for the issuance of 150,000 thousand ordinary shares for cash under public subscription, with par value of $10 per share, issued at a discount of $6.52. The Group has received the approval from the Financial Supervisory Commission for its capital increase on August 13, 2019, with December 10, 2019 as the base date.

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

  • (ii) Information on capital surplus of the Company were as follows:
Share premium
Employee share options
Restricted shares for employees
September 30,
2020
December 31,
2019
123,629
-
(4,640)
118,989
September 30,
2019
641,992
-
123
642,115

Both resolutions were approved during the general meetings of the shareholders held on June 22, 2020 and June 17, 2019 to offset the deficit against the capital surplus of $123,629 thousand and $369,468 thousand, respectively.

(Continued)

30

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

(iii) Retained Earnings

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

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

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

On June 22, 2020 and June 17, 2019, the Company has accumulated deficit and the Company’s board of directors resolved not to appropriate the earnings. Related information can be found on the Market Observation Post System website of the Taiwan Stock Exchange.

(iv) Treasury shares

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

Balance at September 30, 2020
Balance at December 31, 2019
Balance at September 30, 2019
Number of shares
held
(in thousands
of shares)
$
1,883
$
1,883
$
1,883
Carrying
Amount
18,699
18,699
18,699
Market Price
21,754
14,427
15,407

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

(u) Share-based payment

As of September 30, 2020, the following equity-settled share-based payment arrangements had already been made. There were no significant changes in share-based payment for the nine months ended September 30, 2020 and 2019. Please refer to the consolidated financial statements for the year ended December 31, 2019 for other related information.

(Continued)

31

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

Restricted share plan for employees
Issued in 2017
Issued in 2019
Issued in 2020
Issued by the
original
Gintech Energy
Issued by the
original
Solartech
Energy
Grant date
September 15,
2017
November 11,
2019
August 11, 2020
October 1, 2018
October 1, 2018
Number of shares
granted (in
thousand shares)
1,855
2,205
795
1,225
4,896
Contract term
2 years
2 years
2 years
0.5 years
2 years
Recipients
Employees of the
former Neo Solar
Power Corporation
Employees of the
Company
Employees of the
Company
Employees of
former Gintech
Energy
Employees of
former Solartech
Energy
Vested conditions
Still in service
two years after the
grant date
Still in service
two years after the
grant date
Still in service
two years after the
grant date
Still in service
two years after the
grant date
Still in service
three years after
the grant date
Other conditions
-
-
-
Taken on by the
Group after the
merging, with the
outstanding
amount of shares
adjusted according
to the exchange
ratio on the merge
date
Taken on by the
Group after the
merging, with the
outstanding
amount of shares
adjusted according
to the exchange
ratio on the merge
date
Restricted share plan for employees

The Group recognized its share-based payment cost in each period as follow:

Wages expense
(v)
Earnings (loss) per share
Calculations on earnings (loss)
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
For the nine months ended
September 30,
2020
2019
$
8,666
(1,494)
per share of the Group were as follow:
For the three months ended
September 30,
For the nine months ended
September 30,
2020
2019
2020
2019
$
142,259
(1,139,542)
(1,198,274)
(2,706,918)
2,660,325
2,509,643
2,660,279
2,509,105
$
0.05
(0.45)
(0.45)
(1.08)
(Continued)
For the nine months ended
September 30,
2020
2019
$
8,666
(1,494)
per share of the Group were as follow:
For the three months ended
September 30,
For the nine months ended
September 30,
2020
2019
2020
2019
$
142,259
(1,139,542)
(1,198,274)
(2,706,918)
2,660,325
2,509,643
2,660,279
2,509,105
$
0.05
(0.45)
(0.45)
(1.08)
(Continued)
For the nine months ended
September 30,
2020
2019
$
8,666
(1,494)
per share of the Group were as follow:
For the three months ended
September 30,
For the nine months ended
September 30,
2020
2019
2020
2019
$
142,259
(1,139,542)
(1,198,274)
(2,706,918)
2,660,325
2,509,643
2,660,279
2,509,105
$
0.05
(0.45)
(0.45)
(1.08)
(Continued)
2020
$
142,259
2,660,325
$
0.05
2020
(1,198,274)
2,660,279
(0.45)
2019
(2,706,918)
2,509,105
(1.08)
(Continued)

32

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

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

(w) Revenue from contracts with customers

(i) Disaggregation of revenue:

Revenue from contract
with customers
Revenue from sale of
products

Other revenues

Revenue from contract
with customers
Revenue from sale of
products

Other revenues

Revenue from contract
with customers
Revenue from sale of
products
Other revenues
For the nine months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
1,715,239
-
7,610
8,177,095
99,525
1,246,068
270,991
1,617,614
1,814,764
1,246,068
278,601
9,794,709
the three months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
659,334
-
337
2,787,222
36,969
599,184
90,892
727,641
696,303
599,184
91,229
3,514,863
the nine months ended September 30, 2019
the nine months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
1,715,239
-
7,610
8,177,095
99,525
1,246,068
270,991
1,617,614
1,814,764
1,246,068
278,601
9,794,709
the three months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
659,334
-
337
2,787,222
36,969
599,184
90,892
727,641
696,303
599,184
91,229
3,514,863
the nine months ended September 30, 2019
the nine months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
1,715,239
-
7,610
8,177,095
99,525
1,246,068
270,991
1,617,614
1,814,764
1,246,068
278,601
9,794,709
the three months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
659,334
-
337
2,787,222
36,969
599,184
90,892
727,641
696,303
599,184
91,229
3,514,863
the nine months ended September 30, 2019
the nine months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
1,715,239
-
7,610
8,177,095
99,525
1,246,068
270,991
1,617,614
1,814,764
1,246,068
278,601
9,794,709
the three months ended September 30, 2020
Solar cells
Power
facilities
Other
Total
659,334
-
337
2,787,222
36,969
599,184
90,892
727,641
696,303
599,184
91,229
3,514,863
the nine months ended September 30, 2019
Modules
$ 6,454,246
1,030
$
6,455,276
For
Modules
$ 2,127,551
596
$
2,128,147
For
Modules
$ 7,656,570
-
$
7,656,570
Solar cells
5,097,046
-
5,097,046
Power
facilities
1,815
1,207,605
1,209,420
Other
(45)
295,640
295,595
Total
12,755,386
1,503,245
14,258,631

(Continued)

33

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

For
Modules
Revenue from contract
with customers
Revenue from sale of
products
$ 2,344,139
Other revenues
-
$
2,344,139
(ii)
Contract balance
Notes and accounts receivable
Contract assets
Power plant construction contract
Less: allowance for impairment
Contract liabilities
Sales of products
Power plant construction contract
Power plant sales contract
For the three months ended September 30, 2019
Solar cells
Power
facilities
Other
Total
1,564,189
(8)
(227)
3,908,093
-
245,930
96,989
342,919
1,564,189
245,922
96,762
4,251,012
September 30,
2020
December 31,
2019
September 30,
2019
$
2,939,556
2,575,586
3,538,845
$ 230,486
483,247
157,906
-
-
-
$
230,486
483,247
157,906
$ 292,608
253,899
169,571
3,266
42,777
283,996
20,162
27,156
-
$
316,036
323,832
453,567
the three months ended September 30, 2019
Solar cells
Power
facilities
Other
Total
1,564,189
(8)
(227)
3,908,093
-
245,930
96,989
342,919
1,564,189
245,922
96,762
4,251,012
September 30,
2020
December 31,
2019
September 30,
2019
$
2,939,556
2,575,586
3,538,845
$ 230,486
483,247
157,906
-
-
-
$
230,486
483,247
157,906
$ 292,608
253,899
169,571
3,266
42,777
283,996
20,162
27,156
-
$
316,036
323,832
453,567
3,538,845
157,906
-
157,906
169,571
283,996
-
453,567

1) The details on accounts receivable and allowance for impairment, please refer to note 6(e).

  • 2) The beginning balance of contract liabilities recognized as revenue at January 1 to September 30, 2020 and 2019 were $247,122 thousand and $271,230 thousand respectively.

(x) Employee compensation and directors’ remuneration

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

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

Due to net loss for the nine months ended September 30, 2020 and 2019, the Company did not estimate its employees’, directors’ and supervisors’ remuneration.

(Continued)

34

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

(y) Non-operating Income and Expenses

(i) Other income

Lease income
Dividend income
Other income
For the three months ended
September 30,
For the three months ended
September 30,
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 40,494
89,028
49,000
$
178,522
2019 2020
69,542
89,028
131,430
290,000
2019
1,049
75,153
41,320
17,512
75,153
119,179
117,522 211,844

(ii) Other gains and losses

Gain (loss) on foreign
currency exchange
Gain (loss) on disposal of
property, plant and
equipment and power
facilities business
Gain on disposals of
investments
Other
For the three months ended
September 30,
For the three months ended
September 30,
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ (9,497)
256,807
(13,913)
(4,956)
$
228,441
2019 2020
(39,291)
243,997
203,913
37,717
446,336
2019
9,684
1,904
212,773
(28,823)
195,538

(z) Financial Instruments

Except for the contention mentioned below, there was no significant change in the fair value of the Group’s financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For the related information, please refer to the consolidated financial statements for the year ended December 31, 2019.

(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.

(Continued)

35

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

  • 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), (e) and (f) for relevant credit risk information.

(ii) Liquidity risk

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

September 30, 2020
Non-derivative financial liabilities
Bank borrowings
Short-term notes and bills payable
Lease liabilities
Non-interest bearing liabilities
Derivative financial liabilities (Note)
Inflow
Outflow
December 31, 2019
Non-derivative financial liabilities
Bank borrowings
Short-term notes and bills payable
Lease liabilites
Non-interest bearing liabilities
September 30, 2019
Non-derivative financial liabilities
Bank borrowing
Short-term notes and bills payable
Bonds payable
Lease liabilities
Non-interest bearing liabilities
Contractual
cash flows
$16,188,591
336,900
1,081,364
2,534,893
(1,276,823)
1,274,918
$20,139,843
$22,233,975
416,100
1,429,016
2,594,319
$26,673,410
$25,302,073
396,900
3,715,685
1,443,781
3,557,119
$34,415,558
Within 1
year
8,331,571
336,900
66,860
2,534,893
(1,276,823)
1,274,918
11,268,319
8,963,705
416,100
88,037
2,594,319
12,062,161
8,494,860
396,900
3,715,685
84,558
3,557,119
16,249,122
1-2 years
5,126,416
-
65,174
-
-
-
5,191,590
3,906,722
-
110,353
-
4,017,075
2,807,633
-
-
118,945
-
2,926,578
2-3 years
705,873
-
66,050
-
-
-
771,923
6,453,209
-
106,241
-
6,559,450
7,295,275
-
-
113,194
-
7,408,469
Over 3
years
2,024,731
-
883,280
-
-
-
2,908,011
2,910,339
-
1,124,385
-
4,034,724
6,704,305
-
-
1,127,084
-
7,831,389
  • Note: The call option sold derives from the loan contract signed by the Group and IMPA (please refer to note 6(o) for more details). This financial liability is recognized at fair value (please refer to note 6(b)), and has been adjusted according to the real interest rate of the contract. The relevant cash flow also reflects the contractual cash flow of the bank loan, therefore it is not to be included in the cash flow from derivative financial instruments.

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

(Continued)

36

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
CNY
Non-Monetary items
MYR
Financial liabilities
Monetary items
USD
JPY
September 30, 202 September 30, 202 0
NTD
4,614,153
452,679
18,819
72,966
4,416,265
8,029
Dece mber 31, 201 9
NTD
5,742,693
140,632
47,330
86,638
5,072,784
425,259
September 30, 2019 September 30, 2019
Foreign
currency
(in thousands)
$ 159,301
13,318
4,428
10,945
152,469
29,249
Exchange
rate
28.9650
33.9900
4.2500
6.6665
28.9650
0.2745
Foreign
currency
(in thousands)
191,455
4,183
11,007
12,310
169,121
1,540,794
Exchange
rate
29.9950
33.6200
4.3000
7.0380
29.9950
0.2760
Foreign
currency
(in thousands)
284,197
15,755
8,260
26,298
305,283
2,500,806
Exchange
rate
NTD
31.0200
8,815,791
33.8700
533,622
4.3560
35,981
6.6802
175,676
31.0200
9,469,879
0.2877
719,482

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 strengthening or weakening of 1% on the above-mentioned foreign currency against the New Taiwanese Dollars would have increase or decrease by $6,614 thousand and decrease or increase by $8,040 thousand in the net profit (loss) before tax for the nine months ended September 30, 2020 and 2019, 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 nine months ended September 30, 2020 and 2019, foreign exchange gain (loss) (including realized and unrealized portions), please refer to note 6 (y).

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)

37

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

If the interest rate had increased / decreased by 0.25%, the Group’s net income would have decreased / increased by $5,815 thousand and $8,236 thousand for the nine months ended September 30, 2020 and 2019 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 Company’ s financial assets and liabilities with fixed interest rate are measured at amortized cost. The profit and loss of financial instruments are unaffected by fluctuations in interest rate on the reporting date, therefore, no sensitivity analysis has been disclosed.

3) Other market price risk

The 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 follow:

Prices of securities at the reporting date
For the nine
months ended
September 30,
2020
Increasing 5%
$
28,060
Decreasing 5%
$
(28,060)
For the nine
months ended
September 30,
2019
107,408
(107,408)
  • 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)

38

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

Financial assets at fair value
through profit and loss
Derivative financial assets
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
Non-quoted equity instruments
measured at fair value
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Accounts receivable (including
accounts receivables from
related parties)
Other receivables (including
receivables from related
parties)
Financial assets measured at
amortized cost
Other financial assets
Refundable deposits
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
Financial liabilities measured at
amortized cost
Long-term and short-term
borrowings
Short-term notes payable
Accounts payable (including
accounts receivables from
related parties)
Lease liabilities
Preference share liabilities
Other financial liabilities
September 30, 2020 September 30, 2020 September 30, 2020
Book value
$
220,007
$ 561,196
93,607
$
654,803
4,587,506
2,939,556
3,132,108
144,825
1,413,268
664,640
$
12,881,903
$
109,055
14,834,543
336,830
1,573,723
794,066
32,464
961,170
$
18,532,796
Fair Value
Level 1
-
443,036
-
443,036
-
Level 2
7,387
118,160
-
118,160
5,483
Level 3
212,620
-
93,607
93,607
103,572
Total
220,007
561,196
93,607
654,803
109,055

(Continued)

39

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

Financial assets at fair value
through profit or loss
Derivative financial assets
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
Non-quoted equity instruments
measured at fair value
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Accounts receivable (including
accounts receivables from
related parties)
Other receivables (including
receivables from related
parties)
Financial assets measured at
amortized cost
Other financial assets
Refundable deposits
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
Financial liabilities measured at
amortized cost
Long-term and short-term
borrowings
Short-term notes payable
Accounts payable (including
accounts receivables from
related parties)
Lease liabilities
Preference share liabilities
Other financial liabilities
December 31, 2019 December 31, 2019 December 31, 2019
Book value
$
270,771
$ 2,428,875
97,021
$
2,525,896
6,371,316
2,575,586
833,150
149,975
982,245
911,486
$
11,823,758
$
144,569
20,486,935
415,458
1,505,764
1,018,299
44,260
1,088,555
$
24,559,271
Fair Value
Level 1
-
2,287,336
-
2,287,336
-
Level 2
2,392
141,539
-
141,539
755
Level 3
268,379
-
97,021
97,021
143,814
Total
270,771
2,428,875
97,021
2,525,896
144,569

(Continued)

40

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

Financial assets at fair value
through profit and loss
Derivative financial assets
Financial assets at fair value through
other comprehensive income
Listed domestic stocks
Non-quoted equity instruments
measured at fair value
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalent
Accounts receivable (including
accounts receivables from
related parties)
Other receivables (including
receivables from related
parties)
Financial assets measured at
amortized cost
Other financial assets
Refundable deposits
Financial liabilities at fair value
through profit and loss
Derivative financial liabilities
Financial liabilities measured at
amortized cost
Long-term and short-term
borrowings
Short-term notes payable
Accounts payable (including
accounts receivables from
related parties)
Lease liabilities
Bonds payable
Preference share liabilities
Other financial liabilities
September 30, 2019 September 30, 2019 September 30, 2019
Book value
$
258,282
$ 2,050,598
97,554
$
2,148,152
4,670,975
3,538,845
944,156
155,100
4,781,685
993,607
$
15,084,368
$
196,993
20,479,703
396,336
2,052,973
1,061,116
3,715,685
49,709
1,501,497
$
29,257,019
Fair Value
Level 1
-
1,922,148
-
1,922,148
-
-
Level 2
3,972
128,450
-
128,450
-
-
Level 3
254,310
-
97,554
97,554
196,993
3,715,685
Total
258,282
2,050,598
97,554
2,148,152
196,993
3,715,685

(Continued)

41

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

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

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

  • i) Financial assets measured at amortized cost

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

  • ii) Financial liabilities measured at amortized cost

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

  • 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.

(Continued)

42

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

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

ii) Derivative financial instruments

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

d) Reconciliation of Level 3 fair values

The changes in Level 3 fair values for the nine months ended September 30, 2020 and 2019 are as follow:

Opening balance

Total gains and losses recognized in
profit and loss
Total gains and losses recognized in
other comprehensive income
Disposal/Redemption
Effect of exchange rate changes
Ending balance
Derivative
instrument - Net of
fair value measured
through profit and
loss
Derivative
instrument - Net of
fair value measured
through profit and
loss
Non quoted equity
instrument - fair
value through other
comprehensive
income
For the nine
months ended
September 30,
2020
2019
$ 124,565
51,340
23,721
5,516
-
-
(35,654)
461
(3,584)
-
$ 109,048
57,317
For the nine
months ended
September 30,
2020
2019
97,021
135,751
-
-
(3,414)
(38,197)
-
-
-
-
93,607
97,554
2020
$ 124,565
23,721
-
(35,654)
(3,584)
$ 109,048
2020
97,021
-
(3,414)
-
-
93,607
51,340
5,516
-
461
-
57,317

As of September 30, 2020 and 2019, 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 follow:

(Continued)

43

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

Total gains and losses recognized:
In gains and losses, and presented in “other gains
and losses”
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets
at fair value through other comprehensive
income”
For the nine months
ended September 30,
2020
2019
For the nine months
ended September 30,
2020
2019
2020
$
23,721

$
(3,414)
5,516
(38,197)
  • e) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

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

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 -
derivative
instruments (put
options)
Financial assets
measured at fair
value through
profit and loss -
derivatives
instruments (long
call options and
short call
options)
Valuation
technique
Black-Scholes
options pricing
model
Option pricing
model
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs
and fair value
measurements
‧Stock price volatility
(38.58% for December
31, 2019)
‧The higher the
volatility of the stock
price, the higher the
fair value
‧Stock price volatility
(17%~18% for
September 30, 2020,
December 31 and
September 30, 2019
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

(Continued)

44

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

  • Inter-relationship

  • between significant

  • unobservable inputs and fair value measurements

  • ‧The higher the value multiplier, the higher the fair value

Item
Financial assets
measured at fair
value through
other
comprehensive
income - equity
instruments
without an active
market
Valuation
technique
Black-Scholes
options pricing
model
Significant
unobservable inputs
and fair value
measurements
‧Value multiplier (1.56, 1.63
and 1.45 for September
30, 2020, December 31
and September 30, 2019
respectively)
‧Stock price volatility
(53.77%, 38.22% and
38.25% for September
30, 2020, December 31
and September 30, 2019
respectively)
‧The higher the value
multiplier, the high
the fair value
‧The higher the
volatility, the lower
the fair value
  • f) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
Financial assets measured at fair
value through profit and loss -
derivatives instruments (long call
options)
Financial assets measured at fair
value through profit and loss -
derivatives instruments (short call
options)
Financial assets measured at fair
value through other
comprehensive income - equity
instruments without an active
market
Input value
17%~18%
17%~18%
17.5%~18%
17.5%~18%
1.56
1.56
53.77%
53.77%
Increase(+)
or
decrease(-)
The effect of fair value
fluctuations in profit and
loss
Favorable
Unfavorable
-
-
-
-
-
(2,649)
2,645
-
-
-
-
-
-
-
-
-
The effect of fair value
fluctuations
in other comprehensive
income
Favorable
Unfavorable
-
-
-
-
-
-
-
-
1,354
-
-
(1,236)
-
(353)
353
-
Favorable
-
-
-
2,645
-
-
-
-
+0.5%
-0.50%
+0.5%
-0.50%
+0.5%
-0.50%
+0.1%
-0.1%

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)

45

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

(aa) Financial risk management

There were no significant changes in the Group’ s financial risk management and policies as disclosed in the consolidated financial statements for the year ended December 31, 2019.

(ab) Capital management

The objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2019. In addition, there were no significant changes in the Group’ s capital management information as disclosed for the year ended December 31, 2019. Please refer to the consolidated financial statements for the year ended December 31, 2019 for further details.

  • (ac) 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 nine months ended September 30, 2020 and 2019, 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 notes paybale
Lease liabilities
Preference share liabilities
Total liabilities from financing activities
Long-term borrowings
Short-term borrowings
Shor-term notes paybale
Lease liabilities
Preference share liabilities
Total liabilities from financing activities
January 1,
2020
$ 17,498,137
2,988,798
415,458
1,018,299
44,260
$
21,964,952
January 1,
2019
$ 15,804,007
6,869,628
276,436
1,085,503
60,694
$
24,096,268
Cash flows
(5,201,423)
(209,041)
(79,200)
(62,418)
(13,700)
(5,565,782)
Cash flows
701,400
(2,911,324)
119,900
(45,188)
(4,923)
(2,140,135)
Foreign
exchange
movements
and others
(135,721)
(106,207)
572
(161,815)
1,904
(401,267)
Foreign
exchange
movements
and others
7,877
8,115
-
20,801
(6,062)
30,731
September
30, 2020
12,160,993
2,673,550
336,830
794,066
32,464
15,997,903
September
30, 2019
16,513,284
3,966,419
396,336
1,061,116
49,709
21,986,864

(Continued)

46

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 FZ LLC Other related party
Phanes Holding Inc. Other related party
Oryx Solar System Solutions LLC Other related party
ThinTech Materials Technology Co., Ltd. (“TTMC”) Other related party
Sino-American Silicon Products Inc. (“SAS”) Other related party (Note 3)
Taiwan Speciality Chemicals Corporation (“TSCC”) Other related party (Note 3)
Top Green Energy Technologies Inc. (“TGET”) Other related party
Clean Focus Management Acquisition LLC (“CFM”) Other related party
Neo Cathay Power Corp. (“Neo Cathay”) Associate (Note 4)
Neo Cathay Electric Power Corp. (“Neo Cathay Electric”) Associate (Note 4)
DS Energy Technology Co., Ltd. (“DSET”) Associate
Si One Corp. (“Si One”) Associate (Note 4)
Da Li Energy Co., Ltd. (“Da Li Energy”) Associate (Note 4)
Yong Han Ltd. (“Yong Han”) Associate (Note 4)
Yun Yeh Energy Inc. (“Yun Yeh”) Associate (Note 4)
Solarbright energy Co., Ltd. Associate
Clean Focus Yield Limited (“CFY”) Other related party (Note 1)
Clean Focus Corporation(“CFC”) Other related party (Note 1)
CF Gainesville Owner One, LLC Other related party (Note 1)
CF SBC Owner One LLC Other related party (Note 1)
CF Lessee LOB LLC Other related party (Note 1)
Verde Solar Inc. Other related party (Note 1)
V5 Technologies Co., Ltd. (“V5 Technologies”) Associate
Gintung energy Corporation (“Gintung”) Associate
Sunshine PV Corporation (“Sunshine PV”) Associate (Note 2)
CF MN DevCo One LLC (“DevCo One”) Joint venture
CF MN DevCo Two LLC (“DevCo Two”) Joint venture
NSP ET CAP MN HOLDINGS LLC (“JV2”) Joint venture

Note 1: Former associates of the Group, wherein the Group disposed all of CFY’s shares in January 2020. In addition, due to the fact that the directors of CFY are the same as those of the Company, therefore, the Group has significant control over CFY; hence CFY and its subsidiaries were listed as other related parties of the Group.

(Continued)

47

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

  • Note 2: The Company resigned from the board of directors of Sunshine PV in May 2019, and no longer has significant control over it. Therefore, only show the transactions as of May 2019.

  • Note 3: The Company did not serve as director of SAS in June 2020, and no longer has significant control over it. Therefore, only show the transactions as of June 2020.

  • Note 4: The Company disposed Neo Cathay’ s shares in September 2020, and no longer has significant control over it and its subsidiaries. Therefore, only show the transactions as of September 2020.

  • (b) Significant transactions with related parties

  • (i) Sales, accounts receivable and contract assets

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

Associates
Other related parties
For the three months ended
September 30,
2020
2019
$ 242,531
173,964
490
(4)
$
243,021
173,960
For the three months ended
September 30,
2020
2019
$ 242,531
173,964
490
(4)
$
243,021
173,960
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 242,531
490
$
243,021
2020 2019
487,296
(2,585)
484,711
661,623
11,210
672,833

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
CFC
Verde Solar Inc.
Da Li Energy
Si One
Yong Han
Others
Other related parties
CFC
Verde Solar Inc.
Others
Less: Impairment
allowance
September 30, 2020
Contract
Assets
-
-
-
-
-
-
-
-
-
-
-
December 31, 2019
Accounts
Receivable
Contract
Assets
280,111
-
82,981
-
119,371
50,967
25,559
364,151
2,277
45,940
13,634
-
-
-
-
-
-
-
(8,464)
-
515,469
461,058
September 30, 2019 September 30, 2019
Accounts
Receivable
$ -
-
-
-
-
5,267
136,080
80,131
-
(5)
$
221,473
Accounts
Receivable
280,111
82,981
119,371
25,559
2,277
13,634
-
-
-
(8,464)
515,469
Accounts
Receivable
445,266
85,817
146,427
(7,246)
1,040
3,980
-
-
(6)
(781)
674,497
Contract
Assets
-
-
44,488
53,957
45,940
-
-
-
-
-
144,385

(Continued)

48

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

(ii) Purchases, accounts payable, contract liabilities and prepayments

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

Associates
Other related parties
For the three months ended
September 30,
2020
2019
$ 5,328
-
-
1,808
$
5,328
1,808
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 5,328
-
$
5,328
2020 2019
5,328
79,957
85,285
-
3,455
3,455

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

September 30, 2020
Accounts
Payable
Contract
Liabilities
Associates
Da Li Energy
$ -
-
Si One
-
-
Others
-
-
Other related parties
-
-
$
-
-
In addition, the details of prepayments mad

Other related parties
SAS
$
September 30, 2020 September 30, 2020 December 31, 2019
September 30, 2019
Accounts
Payable
Contract
Liabilities
Accounts
Payable
Contract
Liabilities
-
-
-
145,833
-
32,588
-
136,996
-
7,083
-
-
6,652
11
1,501
11
6,652
39,682
1,501
282,840
e by the Group related to purchase were as follows:
September 30,
2020
December 31,
2019
September 30,
2019

-
1,117,975
1,118,347
December 31, 2019
September 30, 2019
Accounts
Payable
Contract
Liabilities
Accounts
Payable
Contract
Liabilities
-
-
-
145,833
-
32,588
-
136,996
-
7,083
-
-
6,652
11
1,501
11
6,652
39,682
1,501
282,840
e by the Group related to purchase were as follows:
September 30,
2020
December 31,
2019
September 30,
2019

-
1,117,975
1,118,347
Contract
Liabilities
-
-
-
-
-
1,118,347

(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:

(Continued)

49

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

Associates
CFC
Others
Joint ventures
DevCo One
Others
Other related parties
CFC
CFM
Others
Less: Impairment allowance
Associates
Joint ventures
DevCo One
Other related parties
Other receivables

(iv) Purchase of property, plant and equipment

For the nine months ended Payables on equipment (classified as other equipment (classified as other
September 30, current liabilities)
September 30, December 31, September 30,
2020
2019
2020 2019 2019
Other related parties $ 32,271
63,141
32,829 964 -

(v) Loaning of funds and interest income

Details of loaning of funds between the Group and related parties from January 1 to September 30, 2019 were as follows. There were no such loans from January 1 to September 30, 2020.

Associates
CFY
Sunshine PV
Maximum
balance of the
current period
$ 107,590
200,000
Ending
balance
Interest rate
-
%
5
-
%
1.608
-

(Continued)

50

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

Details on interest income received by the Group due to the above-mentioned loaning of funds and investments in convertible preference shares issued by other related parties were as follows:

Other related parties
Phanes Holding Inc.
Associates
CFY
Others
Joint ventures
For the three months ended
September 30,
For the three months ended
September 30,
For the three months ended
September 30,
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 2,096
-
-
-
$
2,096
2019 2020 2019
2,887
-
-
1
6,889
-
-
-
6,889
8,568
2,809
1,336
392
2,888 13,105

(vi) Disposal of associates

The Group invested in 28.67% of CFY’s shares, with the right of redemption. Both parties agreed the Group require CFY to redeem all of its shares with certain conditions. The right has been executed by the Group in the first quarter of 2020, with the execution price of $1,649,963 thousand and the profit of $253,480 thousand, which includes the put option valuation gain of $35,514 thousand, recognized in 2019; and also a gain on disposal of investments of $217,826 thousand, as well as an impact of exchange rate differences of $140 thousand, both recognized in the first quarter of 2020. Please refer to note 6(h) for more details. In addition, as of September 30, 2020, the remaining balance on the above disposal amounting to $548,082 thousand, which has not yet to be collected, accounted for as other receivables from related parties.

(vii) Other income

Associates
Other related parties
For the three months ended
September 30,
For the three months ended
September 30,
For the three months ended
September 30,
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ 959
356
$
1,315
2019 2020 2019
325
4,457
2,531
371
2,902
14,331
5,367
4,782 19,698

(Continued)

51

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

(viii) Dividend income

Other related parties
SAS
Others
For the three months ended
September 30,
For the three months ended
September 30,
For the nine months ended
September 30,
For the nine months ended
September 30,
2020
$ -
7,000
$
7,000
2019 2020 2019
65,581
9,572
-
7,000
7,000
65,581
9,572
75,153 75,153

(c) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Share-based payments
Total
For the three months ended
September 30,
2020
2019
$ 17,307
21,228
366
539
1,026
(115)
$
18,699
21,652
For the nine months ended
September 30,
2020
2019
60,395
72,671
1,251
1,557
3,230
902
64,876
75,130
For the nine months ended
September 30,
2020
2019
60,395
72,671
1,251
1,557
3,230
902
64,876
75,130
2020
$ 17,307
366
1,026
$
18,699
2019
72,671
1,557
902
75,130

Please refer to note 6(u) 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

Financial assets at fair value through other
comprehensive income
Restricted bank deposit (accounted for as current
assets and non-current assets)
Investments accounted for using the equity method
Inventory
Refundable deposit
Lease receivables (accounted for as current assets
and non-current assets)
September 30,
2020
$ 10,386,858
-
1,379,712
-
281,852
664,640
33,556
$
12,746,618
December 31,
2019
13,226,082
2,172,922
947,105
559,639
290,734
911,486
35,140
18,143,108
September 30,
2019
16,663,931
1,796,923
4,745,214
593,573
161,429
993,607
36,471
24,991,148

(Continued)

52

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

(9) Significant contingent liabilities and unrecognized commitments:

  • (a) Unrecognized contract commitments

  • (i) Unrecognized contract commitments

Unused letter of credit (in USD thousand)
Bank guarantee (Note 13(a))
September 30,
2020
$
3,826
$
2,797,086
December 31,
2019
3,411
4,024,226
September 30,
2019
8,676
4,992,509
  • (ii) The Group have obtained orders for power facility construction and contracted the projects out to contractors. The Group entered into construction and materials contract with several contractors, and the unpaid amounts were as follow:
Unpaid amount September 30,
2020
$
668,004
December 31,
2019
907,301
September 30,
2019
455,478
  • (iii) The Group agreed to buy back the Class A preference shares issued by GES AC and AC GES on specific dates; please see note 6 (p) for more details. In addition, the Group and IMPA agreed to sell all the shares of GES AC and AC GES; please see note 6 (o) for more details.

  • (iv) The Group signed an electricity purchase contract with several companies. According to the contract, the Group can sell its own power plant to these companies, who are not allowed to resell electricity without authorization from the Group. The contracts are irrevocable, with contract periods ranging from 20-25 years.

  • (v) 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. In addition, the Group will recognize the impairments on the prepaid amounts according to the suppliers’ operations as follows:

Advance payment
Accumulated impairment loss
September 30,
2020
$
2,190,339
$
164,853
December 31,
2019
September 30,
2019
2,213,188
2,221,364
51,732
51,732
December 31,
2019
September 30,
2019
2,213,188
2,221,364
51,732
51,732
2,221,364
51,732
  • (vi) As of September 30, 2020, the Group issued guarantee for Directorate General of Customs and sales Project, amounting to $925,798 thousand.

(Continued)

53

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

(b) Contingencies

The Group failed to fulfill the procurement contract obligations with Supplier K. Therefore, Supplier K filed a lawsuit against the Group in the HsinChu District Court, requesting the compensation of NTD$500,000 thousand. The HsinChu District Court ruled against the Group on October 13, 2017, wherein the Group needed to pay for the damages caused to Supplier K plus, interest. The Group disagreed with the decision made by the district court; and therefore, filed an appeal to the Taiwan High Court. As of September 30, 2020, this case was still in progress. The Group engaged a lawyer to defend its case; however, it has already estimated and accounted for the possibility of losing 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
For the three months ended
September 30, 2020
For the three months ended
September 30, 2020
For the three months ended
September 30, 2020
For the three months ended
September 30, 2019
For the three months ended
September 30, 2019
For the three months ended
September 30, 2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expense
Depreciation expense
Amortization expense
244,914
436,006
952
140,680
70,195
1,345
385,594
506,201
2,297
430,694
798,678
3,992
197,419
63,043
1,758
628,113
861,721
5,750
Functions
Nature
For the nine months ended
September 30, 2020
For the nine months ended
September 30, 2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefit expense
Depreciation expense
Amortization expense
751,663
1,382,987
2,865
454,037
237,126
4,175
1,205,700
1,620,113
7,040
1,360,213
2,466,289
3,992
587,347
187,202
13,276
1,947,560
2,653,491
17,268

(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 nine months ended September 30, 2020:

  • (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)

54

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: Please see Table 5 attached.

  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Group’s paid-in capital: Please see Table 6 attached.

  • (viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital: Please see Table 7 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 8 attached.

  • (b) Information on investees:

The followings are the information on investees for the nine months ended September 30, 2020: Please see Table 9 attached.

  • (c) Information on investment in Mainland China: Please see Table 10 attached.

  • (d) Major shareholders:

Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
National Development Fund,Executive Yuan 175,119,300 %
6.56
Management Committee of Yaohua Glass Corporation Ltd. 167,145,851 %
6.27
  • Note 1: This Table provides the information of number of ordinary shares and special shares which were delivered through non-physical registration (including treasury shares) owned by major shareholders with ownership of 5% or greater and was calculated by Taiwan Depository & Clearing Corporation using the last business day at the end of the quarter. There might be a difference between the share capital listed on the Company’s financial statements and the actual number of shares delivered through non-physical registration due to different basis of calculation.

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

(Continued)

55

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

(14) Segment information:

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

Solar cells
696,303
190,448
886,751
(63,650)
Solar cells
1,564,189
72,309
1,636,498
(594,178)
Solar cells
1,814,764
361,100
2,175,864
(763,342)
Solar cells
5,097,046
130,476
5,227,522
(1,038,214)
Power
facilities
599,184
9,056
608,240
132,810
Power
facilities
245,922
3,741
249,663
72,673
Power
facilities
1,246,068
39,493
1,285,561
312,595
Power
facilities
1,209,420
86,726
1,296,146
227,806
Others
91,229
128,223
219,452
(138,952)
Others
96,762
419,889
516,651
(111,831)
Others
278,601
551,880
830,481
(389,143)
Others
295,595
1,147,252
1,442,847
(405,049)
Reconciliation
and
elimination
Total
3,514,863
-
3,514,863
245,526
Total
4,251,012
-
4,251,012
(421,726)
Total
9,794,709
-
9,794,709
(192,994)
Total
14,258,631
-
14,258,631
(498,318)
-
(355,644)
(355,644)
56,204
Reconciliation
and
elimination
-
(564,843)
(564,843)
(1,594)
Reconciliation
and
elimination
-
(1,047,760)
(1,047,760)
56,204
Reconciliation
and
elimination
-
(1,482,569)
(1,482,569)
(14,637)
TABLE 1
(In Thousands of New Taiwan Dollars)
Aggregate
Financing
Limit
Aggregate
Financing
Limit
714,067
183,851
105,368
Note 1: The nature of financing purposes:
1) Represents entities with business transaction with the Group;
2) Represents where an inter-company or inter-firm short-term financing facility is necessary.
Note 4: The Company’s total amount of financing for short-term financing should not exceed 20% of its net asset value and the financing for a counterparty should not exceed 10% of its net asset value.
Note 6: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
Note 2: The financing company’s total financing amount for one counterparty should not exceed 40% of the financing company’s net asset value. The net asset value of GES JAPAN and DelSolar Wu Jiang is based on the latest settlement financial statement.
Note 3: The financing company’s total financing should not exceed 20% of its net asset value. A single financing should not exceed the transaction amount between the financing company and counterparty within one year and should not exceed the highest amount of
purchases or sales.
Note 5: Overseas subsidiaries wholly-owned directly or indirectly by the Company are not subjected to Note 2. The financing company’s total financing should not exceed three years and the total amount of financing and the financing for a counterparty should not
exceed 100% of its net asset value.
Financing
Limit for
Each
Borrower
714,067
183,851
105,368
Collateral Value -
-
-
Item -
-
-
Allowance
for
Impairment
Loss
-
-
-
Reasons for Short-term Financing Operating capital
Operating capital
Operating capital
Business
Transaction
Amount
-
-
-
Nature of
Financing
(Note 1)
2
2
2
Interest Rate
(%)
-
-
-
Actual
Borrowing
Amount
-
-
-
Ending
Balance
-
-
-
Highest
Balance for
the Period
252,900
194,760
76,940
Related
Party
Y
Y
Y
Financial
Statement
Account
Other receivables
from related party
Other receivables
from related party
Other receivables
from related party
Borrower GES UK
NSP Nanchang
UNITED
RENEWABLE
ENERGY CO.,LTD.
Lender GES JAPAN
DelSolar Wu Jiang
NSP Indygen UK Ltd
No. 1
2
3
Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China
Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China
N
N
N
N
N
N
N
N
N
N
N
N
���Ordinary business relationship.
���Subsidiary which owned more than 50 percent by the guarantor.
���An investee owned more than 50 percent in total by both the guarantor and its subsidiary.
���An investee owned more than 90 percent by the guarantor or its subsidiary.
���Fulfillment of contractual obligations by providing mutual endorsements and guarantees for peer or joint builders in order to undertake a construction project.
��� An entity that is guaranteed and endorsed by all capital contributing shareholders in proportion to their shareholding percentages.
���������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������
(Continued)
Note 1: The relation between guarantor and guarantee�
Note 2: In accordance with the “Rules of Guarantees by the Company,” the ceiling for the total guaranteed amount was 50% of the Company’s net asset value, and the limit on the guaranteed amount for a single party was 20% of the Company’s net asset value. But for
business purposes, the limit of the guaranteed amount was the total of the purchases from or sales to the Company within the most recent year.
Note 3: Based on the “Rules of Guarantees by GES USA,” the ceiling for the total guaranteed amount was 200% of GES USA’s net asset value, and the limit of the guaranteed amount for a single party was 100% of GES USA’s net asset value. But for business purposes,
the limit on the guaranteed amount was the total of the purchases from or sales to GES USA within the most recent year. GES USA’s net asset value is based on its latest settlement financial statement.
Note 4: In accordance with the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” Article 4.1.1. (3), although, the guaranteed party is the Company, the Company issued a separate promissory note to a non-
financial enterprise to meet the financing needs, which is still in accordance with the term "endorsements/guarantees" under Article 4 of the regulations.
Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent
N
N
N
N
N
N
N
N
N
N
N
N
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries
Y
Y
Y
Y
Y
Y
Y
Y
N
Y
Y
Y
Maximum amount
for
guarantees and
endorsements
9,477,605
9,477,605
9,477,605
9,477,605
9,477,605
9,477,605
9,477,605
9,477,605
9,477,605
2,226,458
2,226,458
2,226,458
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)
1.45
3.06
2.29
2.64
-
1.09
1.39
-
-
26.15
22.12
-
Amount
Endorsed/
Guaranteed by
Collateral
-
-
-
-
-
-
-
-
-
-
-
-
Actual
Borrowing
Amount
-
354,618
434,475
297,500
-
78,773
261,000
-
-
291,098
246,203
-
Outstanding
Endorsement/
Guarantee at
the End of the
Period
275,760
579,300
434,475
500,000
-
207,250
263,000
-
-
291,098
246,203
-
Maximum Amount
Endorsed/
Guaranteed During
the Period
897,510
604,600
559,176
500,000
356,220
347,250
263,000
46,110
51,120
304,415
257,465
134,488
Limit on
Endorsement/
Guarantee Given on
Behalf of Each
Party
3,791,042
3,791,042
3,791,042
3,791,042
3,791,042
3,791,042
3,791,042
3,791,042
3,791,042
1,113,229
1,113,229
1,113,229
Counter-party of guarantee
and endorsement
Relationship
with the
Company
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(2)
(4)
(4)
(4)
Name Gintech (Thailand)
GES UK
GES USA
NSP System
NSP Indygen
Yong Liang
Apex
NSP NEVADA
The Company(Note4)
TEV Solar
MEGA16
Munisol
Endorser/Guarantor The Company
GES USA
No. 0
1
Note 1 Note 1�Private placement ordinary shares, subjected to transfer restrictions in accordance with Article 43-8 of the Securities and Exchange Act.
2020.9.30 Fair Value 117,267
325,769
118,160
25,482
18,601
2,000
20,426
-
-
144,825
27,098
Percentage
of
Ownership
0.39%
0.57%
9.52%
12.06%
0.58%
2.00%
10.00%
26.09%
28.07%
100%
7.11%
Carrying
Amount
117,267
325,769
118,160
25,482
18,601
2,000
20,426
-
-
144,825
27,098
Number of
Shares
3,003
3,365
7,000
5,885
1,691
200
1,000
-
-
24
8,889
Financial Statement Account Financial assets at fair value through other comprehensive income- current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at fair value through other comprehensive income- non-current
Financial assets at amortized cost- non-current
Financial assets at fair value through other comprehensive income- non-current
Relationship
with the Holding
Company
-
-
Other related
party
Other related
party
-
-
-
-
-
Other related
party
Other related
party
Type and Name of Marketable Securities Shares
CTCI Corporation
SAS
TTMC
EXOJET Technoloy Corporation
TSCC
NTNU Innovation Investment Holding
Company
ASIA GLOBAL VENTURE CAPITAL II
CO., LTD
SUN APPENNINO CORPORATION
FICUS CAPITAL CORPORATION
Convertible preference shares-Phanes
Holding Inc.
Shares
TGET
Holding
Company Name
The Company
Apex
TABLE 4
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Ending Balance Amount 669,359
228,750
-
-
-
325,769
Note 1�Cash capital reduction.
Note 3�Issuance of common stock for cash.
Note 4�Included share of loss (gains) of associates accounted for using equity method and cumulative translation adjustment.
Note 5�Securities sold on the open market of stock exchange.
Note 7�The Group disposed of all the equity shares of NSP Nanchang in the third quarter of 2020. Please refer to Note 6(i).
Note 8�The Group disposed of all the equity shares of Neo Cathay in the third quarter of 2020. Please refer to Note 6(h)and 7.
Note 9�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
Note 6�Originally was other related party of the Group, the Company didn’t serve as a director of SAS since the end of June 2020, and no longer has a significant influence over it. Therefore, SAS is non-related parties since July 2020.
Note 2�The Group executed put option and recognized call option valuation gains of $35,514 thousand recognized in the year 2019, impact of exchange rate differences of $140 thousand, and gains on disposal of investments of $217,826
thousand recognized in the first and second quarter of 2020.Please refer to note6(h) and 7.In addition, carrying amount includes financial assets measured at fair value through profit or loss-the right to sell�
Shares
(thousands)
18,350
145
-
-
-
3,365
Disposal Gain (Loss)
on Disposal
213,689
(Note4)
(199,396)
(Note4)
80,408
(Note8)
253,480
(Note2)
(94,322)
(Note7)
448,166
Carrying
Amount
955,755
625,468
1,396,483
(Note2)
107,091
1,444,460
Amount 955,755
705,876
1,649,963
12,769
1,892,626
Shares 31,700
60,000
9,672
-
18,495
Acquisition Amount -
427,680
(Note3)
-
675,321
(Note3)
Shares -
144
-
-
Beginning Balance Amount 1,411,425
466
608,967
1,169,805
(561,223)
2,172,922
Shares 50,050
1
60,000
9,672
-
21,860
Relationship Subsidiary
Subsidiary
Non-related
party
Other related
party
Subsidiary
(Note6)
Counterparty (Note1)
(Note3)
San Ching
Engineering
CFY(Note2)
(Note3)
(Note5)
Financial Statement
Account
Investment accounted
for using the equity
method
Investment accounted
for using the equity
method
Investment accounted
for using the equity
method
Investment accounted
for using the equity
method
Investment accounted
for using the equity
method
Financial assets at fair
value
through
other
comprehensive
income- non-current
Type and Name of
Marketable Securities
Shares
NSP BVI
JRC
Neo Cathay
CFY
NSP Nanchang
Shares-SAS
Company Name The Company
The Company
The Company
NSP BVI
DelSolar Wu Jiang and
Desolar HK
The Company
Other agreement terms N (Continued)
Reference for price determination Refer to the actual transaction prices,
market conditions of neighboring real
estate, and the appraisal report.
Purpose of disposal Increase asset use
efficiency
Relationship
with the
Holding
Company
Non-related
party
Trading
partner
Taiwan
Mask
Corporation
Disposal
gain
248,926
Price collection
situation
As shown in the
contract
Transaction
amount
1,038,306
Book value 789,380
Original
acquisition date
97/3/1~100/8/25
Date of
Transaction
109/7/9
Property name Jhunan Science
Park Jhunan
plant A
Company Name The Company
TABLE 6
(In Thousands of New Taiwan Dollars)
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE NINE MONTHS ENDED September 30, 2020
Note 2
2
2
1
1
Note 2�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
Note 1: Originally was an associate of the Group. Howevwe,the Group disposed of all the shares in September 2020, it no longer has the significant influence on the company, which became non-related party to the Group since
September 2020.
Notes/Accounts Receivable
(Payable)
% to Total (10.41%)
(3.74%)
5.09%
-
-
Ending
Balance
(168,241)
(60,427)
119,956
(Note1)
(Note1)
Abnormal Transaction Payment
Terms
-
-
-
-
-
Unit Price -
-
-
-
-
Transaction Details Payment Terms OA 7 days after receipt
60 days from the
invoice date
60 days from the
invoice date
15 days from the
invoice date
15 days from the
invoice date
% to Total 6%
7%
2%
3%
2%
Amount 363,237
372,746
(195,732)
(290,693)
(152,310)
Purchase/
Sale
Purchase
Purchase
Sale
Sale
Sale
Relationship Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Related Party Utech
Gintech(Tailand)
Gintech(Tailand)
Si One
Da Li
Buyer/Seller The Company
The Company
The Company
NSP System
NSP System
Allowance for
Impairment Loss
Allowance for
Impairment Loss
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1�Receivables arising from the payment of power plant construction payments or procurement transactions don’t apply to turnover rate.
Note 2�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Amount Received in
Subsequent Period
-
-
-
18,796
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Overdue Actions Taken Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the financial situation
Receivable according to the schedule of signing contracts
Receivable according to the financial situation
Amount 948,336
617,107
538,154
201,506
106,906
-
-
-
-
-
-
-
187,921
-
-
-
-
-
-
Turnover Rate
(Note1)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.28
Ending Balance 936,337
610,801
531,459
298,569
182,667
235,413
111,529
888,891
341,489
159,308
117,109
254,072
187,921
838,620
569,890
168,241
120,783
548,082
160,711
Relationship Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
Associate
Subsidiary
Grandson company
Subsidiary
Parent company
Parent company
Other related party
Parent company
Related Party DelSolar US
GES ME
NSP NEVADA
Gintech (Thailand)
GES USA
GES USA
NSP Indygen
CFR
CFC
CFM
DevCo One
CFR
Hashimoto
MUNISOL
TEV Solar
The Company
The Company
CFY
The Company
Company Name The Company
The Company
The Company
The Company
The Company
NSP NEVADA
NSP UK
DelSolar US
CFR
CFR
CFR
USD1
GES JAPAN
GES USA
TEV II
Utech
NSP BVI
NSP BVI
Gintech (Thailand)
Intercompany transactions Percentage of the
consolidated net
revenue or total assets
2%
2%
4%
2%
1%
4%
2%
2%
1%
1%
1%
Note 1: fill in of numbers :
1. 0 represents the parent company.
2. The subsidiaries start with number 1.
Note 2: Relationship with counterparty are represented below :
1. Transactions from parent company to subsidiary.
2. Transactions from subsidiary to parent company.
3. Transactions between subsidiaries.
Note 3: Based on general trading conditions and prices.
Note 4: The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Note 5: If other transactions do not reach 1% of the combined total revenue or total assets ratio will not be disclosed.
(Continued)
Trading Terms
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Amount
914,647
608,000
372,746
195,732
510,340
363,237
888,891
838,620
235,413
254,072
569,890
Financial Statement Account Other receivable
Other receivable
Purchase
Sales
Other receivable
Purchase
Other receivable
Other receivable
Other receivable
Other receivable
Other receivable
Relationship(Note 2) 1
1
1
1
1
1
3
3
3
3
3
Related Party DelSolar US
GES ME
Gintech(Thailand)
Gintech(Thailand)
NSP NEVADA
Utech
CFR
MUNISOL
General Energy Solutions USA
CLEAN FOCUS RENEWABLES
TEV Solar
Company Name The Company
The Company
The Company
The Company
The Company
The Company
DeSolar US
GES USA
NSP SYSTEM
USD1 Owner LLC
TEV II
No
(Note 1)
0
0
0
0
0
0
1
2
3
4
5
TABLE 9
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)
FOR THE NINE MONTHS ENDED September 30, 2020
Note Note 13
Note 13
Note 13
Note 7
Note 7
Note 13
Note 7
Note 13
Note 13
Note 1,12
Note 1
Note 1
Note 1
Note 1
Note 1,7
Note 10
Note 10,13
(Continued)
Investee recognized Investment Gain (Loss) (280,754)
(172,441)
215,573
7,367
10,042
48,762
641
(17)
(6)
(4,799)
-
(1,530)
495
4,452
-
(242,497)
20,872
(4,013)
-
(1)
1,408
(105,308)
23,050
(2,983)
(9,360)
-
(1,826)
-
-
-
-
-
(693)
-
(23)
-
-
Net Income (Loss) of the
Investee
(280,754)
(172,729)
215,573
7,367
10,042
48,762
7,871
-
(6)
(4,799)
-
(1,530)
495
7,240
(4)
(265,011)
19,774
(4,013)
-
(1)
(12,778)
(105,308)
57,626
(7,083)
(15,075)
32,152
(5,218)
-
-
-
-
-
(1)
-
(77)
(280,754)
(280,870)
Balance as of September 30, 2020 Carrying Value 1,542,054
731,134
669,359
352,722
200,933
220,148
153,131
-
59,478
30,412
-
12,958
18,335
25,805
9,840
(227,756)
269,655
1,816
-
-
228,750
2,173,539
-
72,966
65,228
-
1,778
-
71
71
71
71
1,378
71
29,977
1,506,011
1,498,873
% of
Ownership
100%
100%
100%
100%
100%
100%
100%
-%
100%
100%
-%
100%
100%
60.00%
100%
99.84%
100%
100%
-%
-%
59.69%
100%
-
42.12%
32.73%
36.38%
35%
-%
100%
100%
100%
100%
100%
100%
30%
100%
100%
Shares
(Thousands)
61,930
155,126
18,350
4
50,500
3,580
14,420
-
11,500
3,500
-
2,000
1,250
600
1,000
40,358
24,900
-
-
-
145
103,890
-
97,701
7,789
13,460
1,050
-
10
10
10
10
10
10
3,000
61,930
20,840
Investment Amount December 31, 2019 NTD 1,910,636
NTD 4,906,789
NTD 1,426,179
NTD 418,805
NTD 165,994
NTD 138,967
NTD 144,200
NTD 90,000
NTD 115,000
NTD 24,121
NTD 30,427
NTD 20,000
NTD 29,743
NTD 6,000
NTD 9,720
NTD 337,114
NTD 249,000
NTD 46,500
NTD
-
NTD 2,000
NTD 3,717
NTD 3,170,893
NTD 600,000
NTD 417,692
NTD 114,084
NTD 34,341
NTD 10,500
NTD
-
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD
-
USD 64,148
USD 63,897
September 30,2020 NTD 1,910,636
NTD 4,906,789
NTD 421,535
NTD 418,805
NTD 165,994
NTD 138,967
NTD 144,200
NTD
-
NTD 115,000
NTD 24,121
NTD
-
NTD 20,000
NTD 29,743
NTD 6,000
NTD 9,720
NTD 617,084
NTD 249,000
NTD 46,500
NTD
-
NTD
-
NTD 431,397
NTD 3,170,893
NTD
-
NTD 417,692
NTD 114,084
NTD 34,341
NTD 10,500
NTD
-
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 30,000
USD 64,148
USD 63,897
Main Businesses and Products Investment company
Investment company
Investment company
Solar related business
Solar related business
Investment company
Solar related business
Electronic component
manufacturing and selling
Investment company
Solar related business
Solar related business
Solar related business
Investment company
Solar related business
Solar related business
Electronic component
manufacturing and selling
Solar related business
Solar related business
Electronic component selling
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Electronic component
manufacturing and selling
Electronic component
manufacturing
Solar related business
Investment company
Agriculture related business
Agriculture related business
Agriculture related business
Agriculture related business
Agriculture related business
Agriculture related business
Solar related business
Investment company
Solar related business
Location Independent State of Samoa
Cayman Islands
British Virgin Islands
The United Arab Emirates
Taiwan
UK
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Singapore
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Dominican
UK
Taiwan
Malaysia
Taiwan
Taiwan
Taiwan
Cayman Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Independent State of Samoa
Thailand
Investee Company UES
DelSolar Cayman
NSP BVI
GES ME
Apex
NSP UK
NSP System
Prime Energy
New Ray Investment
Zhongyang
Huiyang
UREE
DelSolar Singapore
BPS
SMC
Utech
Yong Liang
Yong Zhou
Ever Lite
Yong Shun
JRC
GES UK
Neo Cathay
TSST
V5 Technology
Gintung
DSET
Solar PV
Dashiangying
Shinkai
Shanshang
Jiangung
Dungshr
Yanshan
Hemvan
RES
Gintech Thailand
Investor Company The Company
UES
RES
Note Note 10
Note 9,10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 1,10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10,13
Note3,7,10
Note 10
Note 10
Note 7,10
Note 3,10
Note 10
Note3,7,10
Note 10
Note 10
Note 3,10
Note 3,10
Note 10
Note 10
Note 10
Note4,10,13
Note 3,10
Note 3,10
Note 10
Note 3,10
Note 10
Note 10
(Continued)
Investee recognized Investment
Gain (Loss)
-
-
-
-
-
-
-
-
(27)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Income
(Loss) of the
Investee
(64,194)
255,058
8,668
867
(312)
(15,985)
3,501
(4,441)
(542)
(1,075)
(1,748)
(661)
(174)
64
(11,596)
-
(90)
274
(2,393)
(24)
(1,073)
-
(146)
651
(204)
(3,085)
(994)
508
2,625
(8,912)
(48)
(48)
(1,081)
(1)
(533)
(330)
Balance as of September 30, 2020 Carrying
Value
1,113,229
1,622
291,332
27,171
(3,803)
219,825
714,067
244,927
33,539
17,442
46,385
18,089
2,313
54,835
302,194
-
2,039
4,639
-
(309)
52,729
-
16,966
59,153
(5,761)
(4,485)
19,388
6,447
58,683
(110,759)
(69)
(69)
27,675
-
93,535
86,873
% of
Ownership
100%
90%
100%
100%
100%
100%
100%
100%
40%
100%
100%
100%
100%
100%
100%
-%
100%
100%
-%
-%
100%
100%
100%
100%
-%
-%
100%
100%
100%
100%
-%
-%
55%
-%
55%
55%
Shares
(Thousands)
53,416
23
6,947
1,022
67
10,540
276
19,094
1,284
635
2,627
760
168
2,000
11,981
-
132
124
-
-
2,839
-
619
2,237
-
-
800
266
1,931
0.2
-
-
-
-
-
3,013
Investment Amount December 31, 2019 USD
52,180
EUR
-
GBP
7,447
GBP
1,022
GBP
67
USD
12,025
JPY
2,764,330
USD
17,723
USD
1,284
USD
635
USD
2,627
USD
760
USD
168
USD
2,000
USD
11,981
USD
51
USD
132
USD
124
USD
1,060
USD
-
USD
2,839
USD
-
USD
619
USD
2,287
USD
-
USD
-
USD
800
USD
266
USD
2,031
USD
100
USD
-
USD
-
USD
-
USD
-
USD
3,251
USD
3,013
September 30,2020 USD
52,180
EUR
23
GBP
6,947
GBP
1,022
GBP
67
USD
12,025
JPY
2,764,330
USD
19,094
USD
1,284
USD
635
USD
2,627
USD
760
USD
168
USD
2,000
USD
11,981
USD
-
USD
132
USD
124
USD
-
USD
-
USD
2,839
USD
-
USD
619
USD
2,237
USD
-
USD
-
USD
800
USD
266
USD
1,931
USD
100
USD
-
USD
-
USD
-
USD
-
USD
3,251
USD
3,013
Main Businesses and
Products
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Location US
Germany
UK
UK
UK
Canada
Japan
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
Investee Company GES-USA
NSP Germany
NCH Solar1
GES_Solar2
GES_Solar3
GES CANADA
GES JAPAN
MEGATWO
MEGATHREE
MEGAFIVE
MEGASIX
MEGAEIGHT
MEGATWELVE
MEGATHIRTEEN
MEGASIXTEEN
MEGASEVENTEEN
MEGA NINIETEEN
MEGATWENTY
ASSET ONE
ASSET TWO
ASSET THREE
CENERGY
SH4
CEDAR FALLS
Schenectady
VOC
SEG
KINECT
RER CT 57
TEV II
Illini Power LLC
PS CS LLC
HEYWOOD
Energy Group NY 63
MP Solar
Ventura
Investor Company GES UK
GES USA
Note Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 8,10,13
Note 1,5,10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 9,10
Note 10
Note 10
Note 10
Note 10
Note 10
(Continued)
Investee recognized Investment
Gain (Loss)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Income
(Loss) of the
Investee
(1,081)
(533)
(330)
(16)
(1,668)
(920)
4,294
(14,214)
(4,414)
(147)
382
681
540
(58)
348
142
(7,603)
(2,945)
(2,826)
(210)
(1,215)
(239)
31
3,110
1,575
1,655
48
-
-
-
-
(113,923)
(68,593)
16,973
(7,186)
-
502
255
(297)
49,427
1,086
1,927
(164)
Balance as of September 30, 2020 Carrying
Value
40,458
76,528
71,078
1,473
9,809
52,861
62,816
256,121
455,538
3,706
16,271
13,622
19,982
7,349
21,782
17,309
722,066
377,531
319,974
54,142
241,580
35,763
2,746
569,834
556,302
288,085
15,392
-
474
-
-
196,334
362,312
170,044
14,869
3,902
412
-
407
105,368
11,151
14,660
19,272
% of
Ownership
45%
45%
45%
100%
100%
100%
100%
40.31%
100%
100%
100%
100%
100%
100%
100%
100%
68%
100%
100%
100%
100%
100%
100%
66%
100%
100%
100%
-%
60%
-%
100%
100%
100%
100%
100%
100%
100%
-%
100%
100%
80%
60%
100%
Shares
(Thousands)
-
-
-
-
-
-
5
97
343,490
153
526
418
637
280
761
569
0.1
13,507
11,454
1,915
8,631
1,275
0.1
0.1
19,259
9,933
534
-
30
-
-
125,200
3
5,125
500
760
-
-
-
-
-
-
2,000
Investment Amount December 31, 2019 USD 1,448
USD 2,660
USD 2,465
USD 150
USD 400
USD 1,862
JPY 238,450
USD 7,511
USD 16,840
USD 153
USD 526
USD 418
USD 637
USD 280
USD 761
USD 569
USD 24,942
USD 13,507
USD 11,454
USD 1,915
USD 8,631
USD 1,275
USD 100
USD 19,674
USD 19,259
USD 9,933
USD 534
USD 39,000
USD 6,000
USD
-
USD
-
USD 125,200
USD 24,800
USD 5,125
USD 500
USD 760
USD 160
GBP 17
GBP 20
GBP
-
NTD 10,647
NTD 13,981
NTD 20,000
September 30,2020 USD 1,448
USD 2,660
USD 2,465
USD 150
USD 400
USD 1,862
JPY 238,450
USD 7,511
USD 18,310
USD 153
USD 526
USD 418
USD 637
USD 280
USD 761
USD 569
USD 24,942
USD 13,507
USD 11,454
USD 1,915
USD 8,631
USD 1,275
USD 100
USD 19,674
USD 19,259
USD 9,933
USD 534
USD
-
USD 6,000
USD
-
USD
-
USD 125,200
USD 24,800
USD 5,125
USD 500
USD 760
USD 160
GBP
-
GBP 20
GBP
-
NTD 10,647
NTD 13,981
NTD 20,000
Main Businesses and
Products
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Investment company
Solar operation
management services
Trust company
Solar related business
Investment company
Investment company
Solar related business
Solar related business
Technical management
services
Technical management
services
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Location US
US
US
US
US
US
Japan
Dominican
Mexico
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
US
Cayman Islands
British Virgin
Islands
British Virgin
Islands
Hong Kong
Hong Kong
US
US
US
Malaysia
Vietnam
Germany
Germany
UK
Taiwan
Taiwan
Taiwan
Investee Company HEYWOOD
MP Solar
Ventura
Livermore
Industrial Park
Hillsboro
Hashimoto
JRC
MUNISOL
SHIMA’S
WAIMEA
HONOKAWAI
ELEELE
HANALEI
KAPAA
KOLOA
GES AC
ANDERSON N.
ANDERSON S.
Flora
Greenfield
Spiceland
TEV Solar
AC GES Solar
Richmond
Rensselaer
Advance
CFY
CFGP
NSP Stars
NSP HK
DelSolar HK
DelSolar US
NSP NEVADA
URE NSP
NSP Malaysia
NSP Vietnam
NSP Germany
PV Power Park
NSP Indygen
Hsin Jin Optoelectronics
Hsin Jin Solar Energy
Si Two
Investor Company NSP NEVADA
GES JAPAN
GES CANADA
MEGATWO
ASSET THREE
MEGASIXTEEN
GES AC
TEV II
TEV Solar
AC GES Solar
NSP BVI
DelSolar Cayman
DelSolar Singapore
NSP UK
NSP System
Note Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 10
Note 7,10
Note 10,13
Note 10
Note 10
Note 10
Note 1,2,10
Note 10
Note 10,13
Note 10
Note 10
Note 3,10
Note 1,10
Note 1,10
Note 10
Note 6,10
Note 9�Due to organization reorganization on May 2020, NSP Germany was recognized under NSP UK before May, and its shares have been transferred to GES UK since June, becoming a 90% owned subsidiary.
Note 10�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 11�The abovementioned subsidiaries included in the consolidated financial report are all non-significant subsidiaries.
Note 12�As of September 30 2020, the Group disposed of all the equity shares. Please refer to note 6(i) for details.
Note 13�Non-significant subsidiaries reviewed by independent auditors. Remaining non-significant subsidiaries and investments accounted for using equity method were not reviewed by independent auditors.
(Continued)
Note 7�As of September 30 2020, the company had liquidated and dissolved.
Note 8�According to the loan contract between the Group and IMPA, the Group cannot transfer the equity of the companies before the specified date. Please refer to note6(o) for details.
Note1�It is an investments accounted for using equity method and is an affiliated enterprise or a joint venture. Except for these entities, the remaining entities are all subsidiaries of the consolidated entity.The aforementioned inter-company
transactions have been eliminated in the consolidated financial statements.
Note 2�Although the Group holds more than half of JV2’s equity, according to the joint venture contract, all major management decisions of JV2 must be agreed by all directors. Therefore, the Group assess no control over JV2.
Note 3�The Group’s structured entities.
Note 4�GES USA and Telamon Enterprise Ventures (Telamon), non-related parties, established TEV II and obtained 50% of each of TEV II’s equity in the contract agreement. According to the contract, GES USA was responsible for all
related projects led by TEV II and assume the risk of variable remuneration. Therefore, GES USA has control over TEV II. Additionally,GES USA purchased a 50% stake in TEV II held by Telamon in August 2020.
Note 5�The Group had executed the call option of CFY share in the first quarter of 2020, please refer to the note6(h).
Note 6�Before reaching specific conditions, NSP Stars could not adopt surplus distribution rights to CFY share�
Investee recognized Investment
Gain (Loss)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Income
(Loss) of the
Investee
(10)
(10)
(10)
(10)
(19)
(11)
(11)
(19)
-
-
-
(101,972)
-
-
(8,193)
(58,513)
(614)
-
(754)
-
(2,764)
(5,902)
-
-
-
-
-
Balance as of September 30, 2020 Carrying
Value
(396)
(389)
(389)
(389)
63
71
71
68
-
71
-
183,851
-
-
99,771
(53,665)
190,237
-
149,359
-
39,570
61,249
80,644
1,742
1,742
-
-
% of
Ownership
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-%
-%
100%
100%
100%
67%
100%
-%
100%
100%
-%
40%
40%
100%
-%
Shares
(Thousands)
10
10
10
10
10
10
10
10
-
10
-
-
-
-
-
14,370
-
-
-
-
-
-
-
-
-
-
-
Investment Amount December 31,
2019
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
100
NTD
-
USD
-
NTD
100
USD
530
USD
120,000
USD
97
USD
5,000
USD
4,850
USD
14,370
USD
3,582
USD
830
USD
-
USD
39,000
USD
1,370
USD
2,555
USD
2,784
USD
444
USD
444
USD
530
USD
-
September 30,2020 NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
NTD 100
USD
-
NTD 100
USD 530
USD 120,000
USD
-
USD
-
USD 4,850
USD 14,370
USD 3,582
USD 830
USD
-
USD
-
USD 1,370
USD 2,555
USD 2,784
USD 444
USD 444
USD 530
USD
-
Main Businesses and Products Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Agriculture related business
Solar operation management services
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar related business
Solar operation management services
Investment company
Location Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
China
Taiwan
Hong Kong
China
Japan
China
US
US
US
US
US
China
US
US
US
US
US
China
Cayman Islands
Investee Company Tienyang
Deyang
Shanyang
Jeyang
Lianzhang
Lianxi
Liancheng
Feng Yang
XYH Suzhou
UAE
CFGP (HK)
DelSolar Wu Jiang
NSP JAPAN
NSP Nanchang
DelSolar Development
CFR
USD1
JV2
Beryl
NSP Nanchang
DSS-USF PHX LLC
DSS-RAL LLC
Rugged solar LLC
DevCo One
DevCo Two
CFGP (Shanghai)
CFY
Investor Company NSP System
NSP HK
UREE
CFGP
DelSolar HK
DelSolar US
DelSolar Wu Jiang
DelSolar Development
CFR
USD1
CFGP (HK)
NSP Stars
Accumulated
Repatriation of
Investment
Income as of
September 30,
2020
Accumulated
Repatriation of
Investment
Income as of
September 30,
2020
- - Note 1�Investments Mainland China through a third region.
Note 2�Subsidiaries mentioned above were recognized on the basis of unaudited financial statements as September 30, 2020.
Note 3�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Note 4�The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020.
Note 5�The exchange rate used is the rate on September 30, 2020.
USD 143,450
4,155,029
4,333,685
Accumulated Outward Remittance for
Investments in Mainland China as of
September 30, 2020
(US$ in Thousands)
Investment Amount Authorized by
the Investment Commission, MOEA
(US$ in Thousands)
USD 149,618(note 4)
Upper Limit on the Amount of
Investment Stipulated by the
Investment Commission, MOEA
11,373,126
Note 1�Investments Mainland China through a third region.
Note 2�Subsidiaries mentioned above were recognized on the basis of unaudited financial statements as September 30, 2020.
Note 3�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
Note 4�The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020.
Note 5�The exchange rate used is the rate on September 30, 2020.
USD 143,450
4,155,029
4,333,685
Accumulated Outward Remittance for
Investments in Mainland China as of
September 30, 2020
(US$ in Thousands)
Investment Amount Authorized by
the Investment Commission, MOEA
(US$ in Thousands)
USD 149,618(note 4)
Upper Limit on the Amount of
Investment Stipulated by the
Investment Commission, MOEA
11,373,126
Carrying
Amount as of
September 30,
2020
183,851 0
Investment
Gain (Loss)
(101,972) (1,408)
% Ownership of
Direct or Indirect
Investment
100% -
Net Income (Loss)
of the Investee(Note
2)
(101,972) (Note 4)
Accumulated Outward
Remittance for
Investment from Taiwan
as of September 30,
2020
USD 120,000
$ 3,475,800
USD 5,000
$ 144,825
Investment flows Inflow - -
Outflow - - Upper Limit on the Amount of
Investment Stipulated by the
Investment Commission, MOEA
11,373,126
Accumulated Outward
Remittance for
Investment from Taiwan
as of
January 1, 2020
USD 120,000
$ 3,475,800
USD 5,000
$ 144,825
Method of
Investment
Note 1 Note 1 Investment Amount Authorized by
the Investment Commission, MOEA
(US$ in Thousands)
4,333,685
USD 149,618(note 4)
Paid-in Capital USD 120,000
$ 3,475,800
USD 0
$ -
Main Businesses
and Products
Solar related
business
Solar related
business
Accumulated Outward Remittance for
Investments in Mainland China as of
September 30, 2020
(US$ in Thousands)
USD 143,450
4,155,029
Investee Company DelSolar Wu Jiang NSP Nanchang