AI assistant
URE — Interim / Quarterly Report 2020
Nov 16, 2020
52346_rns_2020-11-16_be6671ef-ed2e-434e-ad34-4bb8c2dc81a8.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
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 |