AI assistant
URE — Interim / Quarterly Report 2022
Dec 30, 2022
52346_rns_2022-12-30_b3670b70-8d3f-4c66-8ae2-0106c5b5934e.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 Three Months Ended March 31, 2022 and 2021
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 8~9 9~14 14 14~48 49~52 52 52~54 54 54 54 54~55, 57~61 55, 62~64 55, 65 55 56 |
3
==> picture [76 x 31] intentionally omitted <==
==> 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) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web home.kpmg/tw
Independent Auditors’ 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. and its subsidiaries as of March 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2022 and 2021, 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 total assets amounting to $5,626,848 thousand and $6,253,212 thousand, constituting 18% and 20% of consolidated total assets as of March 31, 2022 and 2021; total liabilities amounting to $3,939,390 thousand and $3,751,051 thousand, constituting 27% and 22% of consolidated total liabilities as of March 31, 2022 and 2021; total comprehensive income (loss) amounting to $77,021 thousand and $(170,021) thousand, constituting 10% and 28% of consolidated total comprehensive income (loss) for the three months ended March 31, 2022 and 2021.
Furthermore, as stated in Note 6(h), the investments accounted for using the equity method of United Renewable Energy Co., Ltd. and its subsidiaries amounting to $219,009 thousand and $162,252 thousand as of March 31, 2022 and 2021, and its shares of profit (loss) of associates accounted for using the equity method amounting to $1,203 thousand and $(9,366) thousand for the three months ended March 31, 2022 and 2021, were recognized solely on the financial statements prepared by these investee companies, but not reviewed by independent auditors.
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
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 United Renewable Energy Co., Ltd. and its subsidiaries as of March 31, 2022 and 2021, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2022 and 2021 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.
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) May 10, 2022
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to 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 March 31, 2022 and 2021
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2022, December 31, 2021, and March 31, 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss - current (note 6(b)) 1120 Financial assets at fair value through other comprehensive income - current (note 6(c)) 1140 Contract assets - current (notes 6(aa) and 7) 1170 Notes and accounts receivable, net (note 6(e)) 1180 Accounts receivable from related parties (notes 6(e) and 7) 1200 Other receivables 1210 Other receivables from related parties (note 7) 130X Inventories (notes 6(f) and 8) 1410 Prepayments (notes 7 and 9) 1460 Non-current assets held for sale (notes 6(g) and 8) 1476 Other financial assets (notes 8) 1479 Other current assets Total current assets Non-current assets: 1510 Financial assets at fair value through profit or loss - non-current (notes 6(b), (q) and (r)) 1517 Financial assets at fair value through other comprehensive income - non-current (notes 6(c) and 8) 1535 Financial assets at amortized cost - non-current (note 6(d)) 1550 Investments accounted for using the equity method (notes 6(h) and 7) 1600 Property, plant and equipment (notes 6(j), 7 and 8) 1755 Right-of-use assets (note 6(k)) 1760 Investment property, net (note 6(l) and 8) 1780 Intangible assets (note 6(m)) 1840 Deferred tax assets 1915 Prepayments - non-current (notes 9) 1920 Refundable deposits (note 8) 1942 Other receivables from related parties - non-current (note 7) 1990 Other non-current assets (note 8) Total non-current assets Total assets |
March 31, 2022 Amount % $ 4,755,545 15 69,348 - 139,189 - 440,325 2 1,965,855 6 213,822 1 105,885 - 421,876 1 2,961,747 10 876,700 3 1,432,367 5 797,367 3 252,342 1 14,432,368 47 99,200 - 410,420 1 - - 219,009 1 8,683,967 28 423,805 1 2,816,090 10 4,878 - 628,585 2 2,157,022 7 674,291 2 21,981 - 411,853 1 16,551,101 53 $ 30,983,469 100 |
December 31, 2021 Amount % 5,254,173 17 74,255 - 111,712 - 215,187 1 1,871,520 6 225,389 1 141,706 - 407,956 1 2,653,595 9 1,149,948 4 2,145,372 7 924,036 3 211,531 1 15,386,380 50 97,096 - 333,791 1 - - 211,473 1 8,213,695 26 431,008 2 2,844,125 9 4,803 - 629,448 2 1,934,036 6 654,938 2 21,255 - 453,208 1 15,828,876 50 31,215,256 100 |
March 31, 2021 Amount % 4,903,644 16 4,921 - 113,814 - 63,269 - 2,356,954 7 210,006 1 180,801 - 513,720 2 3,274,867 10 751,782 2 1,764,580 6 581,716 2 232,625 1 14,952,699 47 180,394 1 264,592 1 142,525 - 162,252 1 8,910,568 28 571,866 2 2,715,250 9 2,931 - 639,907 2 1,968,594 6 739,542 2 21,896 - 332,742 1 16,653,059 53 31,605,758 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(n)) 2110 Short-term bills payable (note 6(o)) 2120 Financial liabilities at fair value through profit or los - current (note 6(b)) 2130 Contract liabilities - current (notes 6(aa) and 7) 2170 Notes and accounts payable 2260 Liabilities related to non-current assets held for sale (note 6(g)) 2280 Lease liability - current (note 6(s)) 2320 Current portion of long-term borrowings and preference share liabilities (notes 6(p) and (r)) 2399 Other current liabilities (note 6(t) and 7) Total current liabilities Non-Current liabilities: 2500 Financial liabilities at fair value through profit or los - non-current (notes 6(b) and (p)) 2530 Total bonds payable (note 6(q)) 2540 Long-term borrowings (note 6(p)) 2580 Lease liability - non-current (note 6(s)) 2635 Preference share liabilities - non-current (note 6(r)) 2670 Other non-current liabilities (note 6(t)) Total non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(x) and (y)) 3110 Ordinary shares 3200 Capital surplus 3350 Accumulated deficit 3400 Other equity 3500 Treasury shares Total equity attributable to owners of parent 36XX Non-controlling interests Total equity Total liabilities and equity |
March 31, 2022 | December 31, 2021 | March 31, 2021 Amount % 2,262,426 7 237,595 1 793 - 611,507 2 1,315,394 4 1,025,715 3 59,473 - 4,544,186 15 1,574,383 5 11,631,472 37 87,044 - - - 4,506,176 14 596,247 2 10,488 - 345,897 1 5,545,852 17 17,177,324 54 26,650,178 84 7,956 - (12,114,100) (38) (853,408) (3) (18,699) - 13,671,927 43 756,507 3 14,428,434 46 31,605,758 100 |
||
|---|---|---|---|---|---|---|---|---|
| Amount % |
Amount % |
|||||||
| 50,389 - 221,253 1 1,924 - 506,666 2 1,355,764 4 1,607,188 5 59,058 - 2,446,656 8 1,727,778 6 7,976,676 26 49,896 - 2,952,450 10 3,525,712 11 560,061 2 4,377 - 313,704 1 7,406,200 24 15,382,876 50 16,278,140 52 999,749 3 (1,461,427) (5) (667,163) (2) (18,699) - 15,130,600 48 701,780 2 15,832,380 50 31,215,256 100 |
See accompanying notes to consolidated financial statements.
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 ended March 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 4000 Net operating revenues (notes 6(aa) and 7) 5110 Operating costs (notes 6(f)(s)(v), 7 and 12) 5900 Gross gain (loss) from operations Operating expenses(notes 6(e)(s)(v) and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment loss (reversal of impairment loss) on trade receivable Total operating expense Loss from operations Non-operating income and expenses: 7010 Other income (notes 6(ac) and 7) 7020 Other gains and losses (notes 6(g)(i) and (ac)) 7050 Finance costs (note 6(q)(r)) 7060 Share of gain (loss) of associates and joint ventures accounted for using equity method (note 6(h)) 7100 Interest income Loss before income tax 7950 Less: income tax expense (note 6(w)) 8200 Net loss 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign statements 8300 Total other comprehensive income (loss) Total comprehensive income (loss) Net loss attributable to: Shareholders of the parent Non-controlling interests Total comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests 9750 Basic earnings (loss) per share (NT dollars) (note 6(z)) 9850 Diluted earnings per share (NT dollars) (note 6(z)) |
For the three months ended March 31 2022 2021 Amount % Amount % $ 4,682,273 100 3,004,968 100 3,929,823 84 3,051,997 101 752,450 16 (47,029) (1) 85,570 2 146,808 5 149,868 3 238,323 8 18,382 - 27,983 1 (2,148) - 622 - 251,672 5 413,736 14 500,778 11 (460,765) (15) 113,070 2 43,679 1 61,506 1 (14,624) - (68,739) (1) (110,469) (4) 1,203 - (9,366) - 1,049 - 1,010 - 108,089 2 (89,770) (3) 608,867 13 (550,535) (18) 26,441 1 3,675 - 582,426 12 (554,210) (18) 9,607 - (13,081) (1) 167,593 4 (30,054) (1) 177,200 4 (43,135) (2) $ 759,626 16 (597,345) (20) $ 600,353 12 (532,716) (17) (17,927) - (21,494) (1) $ 582,426 12 (554,210) (18) $ 755,319 16 (586,349) (20) 4,307 - (10,996) - $ 759,626 16 (597,345) (20) $ 0.37 (0.35) $ 0.34 |
|---|---|
| 2022 Amount % $ 4,682,273 100 3,929,823 84 752,450 16 85,570 2 149,868 3 18,382 - (2,148) - 251,672 5 500,778 11 113,070 2 61,506 1 (68,739) (1) 1,203 - 1,049 - 108,089 2 608,867 13 26,441 1 582,426 12 9,607 - 167,593 4 177,200 4 $ 759,626 16 $ 600,353 12 (17,927) - $ 582,426 12 $ 755,319 16 4,307 - $ 759,626 16 $ 0.37 $ 0.34 |
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 three months ended March 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2021 Net loss for the three months ended March 31, 2021 Other comprehensive income (loss) for the three months ended March 31, 2021 Total comprehensive income (loss) for the three months ended March 31, 2021 Other changes in capital surplus: Cancellation of restricted shares for employees Difference between the price that has not been increased in proportion to shareholding and net value Compensation cost of restricted shares for employees Balance at March 31, 2021 Balance at January 1, 2022 Net Income for the three months ended March 31, 2022 Other comprehensive income (loss) for the three months ended March 31, 2022 Total comprehensive income (loss) for the three months ended March 31, 2022 Other changes in capital surplus: Compensation cost of restricted shares for employees Difference between the price that has not been increased in proportion to shareholding and net value Changes in ownership interests in subsidiaries Balance at March 31, 2022 |
Attributable to ow | Attributable to ow | ners of parent | Total equity attributable to owners of parent 14,256,932 (532,716) (53,633) (586,349) - (321) 1,665 13,671,927 15,130,600 600,353 154,966 755,319 350 1,236 - 15,887,505 |
Non- controlling interest 767,182 (21,494) 10,498 (10,996) - 321 - 756,507 701,780 (17,927) 22,234 4,307 - - (6,663) 699,424 |
Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus 7,877 - - - 79 - - 7,956 999,749 - - - - 1,236 - 1,000,985 |
Accumulated deficits (11,581,063) (532,716) - (532,716) - (321) - (12,114,100) (1,461,427) 600,353 - 600,353 - - - (861,074) |
Other equity | Unearned employees benefits (7,416) - - - 606 - 1,665 (5,145) (867) - - - 350 - - (517) |
Treasury shares (18,699) - - - - - - (18,699) (18,699) - - - - - - (18,699) |
|||||
| Ordinary shares $ 26,650,863 - - - (685) - - $ 26,650,178 $ 16,278,140 - - - - - - $ 16,278,140 |
Exchange differences on translation of foreign financial statements (669,674) - (40,552) (40,552) - - - (710,226) (775,360) - 145,359 145,359 - - - (630,001) |
Unrealized gains (loss) on financial assets at fair value through other comprehensive income (124,956) - (13,081) (13,081) - - - (138,037) 109,064 - 9,607 9,607 - - - 118,671 |
||||||||
| 15,024,114 | ||||||||||
| (554,210) (43,135) |
||||||||||
| (597,345) | ||||||||||
| - - 1,665 |
||||||||||
| 14,428,434 | ||||||||||
| 15,832,380 | ||||||||||
| 582,426 177,200 |
||||||||||
| 759,626 | ||||||||||
| 350 1,236 (6,663) |
||||||||||
| 16,586,929 |
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 three months ended March 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| For the three months ended March 31 | For the three months ended March 31 | For the three months ended March 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash flows from operating activities: | ||||
| Profit before income tax | $ | 608,867 | (550,535) | |
| Adjustments: | ||||
| Adjustments to reconcile profit (loss): | ||||
| Depreciation expense | 281,354 | 325,119 | ||
| Amortization expense | 645 | 2,858 | ||
| Expected credit loss (gain) | (2,148) | 622 | ||
| Net (gain) loss on financial assets or liabilities at fair value through profit or loss | 16,640 | (16,629) | ||
| Finance cost | 49,594 | 98,331 | ||
| Interest income | (1,049) | (1,010) | ||
| Compensation cost of restricted shares for employees | 350 | 1,665 | ||
| Share of loss of associates and joint ventures accounted for using the equity method | (1,203) | 9,366 | ||
| Loss on disposal of property, plant and equipment and power facilities business held for sale | (33,434) | (74) | ||
| Loss (gain) on disposal of investment properties | (1) | - | ||
| Reversal of provisions | (8,346) | - | ||
| Others | (5,734) | 83,361 | ||
| Total adjustments to reconcile profit (loss) | 296,668 | 503,609 | ||
| Changes in operating assets and liabilities: | ||||
| Contract assets - current | (227,050) | 111,772 | ||
| Notes and accounts receivable | (95,042) | (327,710) | ||
| Accounts receivable from related parties | 14,707 | 883 | ||
| Other receivables | 36,606 | 87,754 | ||
| Other receivables from related parties | (16,389) | (1,956) | ||
| Inventory | (415,499) | 180,754 | ||
| Prepayments (including non-current) | 237,315 | (52,927) | ||
| Other current assets | 89,439 | (82,172) | ||
| Contract liabilities - current | 50,545 | 262,596 | ||
| Notes and accounts payable (including related parties) | (191,088) | (43,244) | ||
| Provisions | 8,745 | (62,549) | ||
| Other current liabilities | 3,956 | 47,028 | ||
| Total changes in operating assets and liabilities | (503,755) | 120,229 | ||
| Cash inflow generated from (used in) operations | 401,780 | 73,303 | ||
| Income taxes paid | 1,937 | (202) | ||
| Net cash flows generated from (used in) operating activities | 403,717 | 73,101 | ||
| Cash flows from investing activities: | ||||
| Acquisition of financial assets at fair value through other comprehensive income | (94,500) | - | ||
| Proceeds from disposal of associates | 2,469 | 278,613 | ||
| Proceeds from disposal of subsidiaries | (1,272) | - | ||
| Acquisition of property, plant and equipment | (490,127) | (124,362) | ||
| Proceeds from disposal of property, plant and equipment and power facilities business held for sale | 33,826 | 74 | ||
| Increase in refundable deposits | (19,361) | (7,487) | ||
| Acquisition of intangible assets | (720) | - | ||
| Decrease in other financial assets | 169,312 | 422,606 | ||
| Decrease (increase) in other non-current assets | (186,910) | 22,599 | ||
| Interest received | 1,514 | 1,342 | ||
| Dividends received | - | 746 | ||
| Net cash flows generated from investing activities | (585,769) | 594,131 | ||
| Cash flows from financing activities: | ||||
| Increase (decrease) in short-term loans | 257,226 | (80,944) | ||
| Decrease (increase) in short-term bills payable | (114,700) | 62,800 | ||
| Proceeds from long-term borrowings | 35,484 | 548,025 | ||
| Repayments of long-term borrowings | (527,426) | (1,094,226) | ||
| Repayments of preference share liabilities | (4,335) | (4,387) | ||
| Payment of lease liabilities | (22,723) | (12,380) | ||
| Interest paid | (45,496) | (101,521) | ||
| Others | (1,178) | 3,162 | ||
| Net cash used in financing activities | (423,148) | (679,471) | ||
| Effect of exchange rate changes | 106,572 | 898 | ||
| Net decrease in cash and cash equivalents | (498,628) | (11,341) | ||
| Cash and cash equivalents at beginning of period | 5,254,173 | 4,954,658 | ||
| Cash and cash equivalents at end of period | $ | 4,755,545 | 4,943,317 | |
| The components of cash and cash equivalents | ||||
| Cash and equivalents listed on consolidated balance sheets | $ | 4,755,545 | 4,903,644 | |
| Cash and equivalents related to non-current assets held for sale | - | 39,673 | ||
| Cash and equivalents at end of period | $ | 4,755,545 | 4,943,317 |
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
March 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
United Renewable Energy Co., Ltd., formerly Neo Solar Power Corp., (the “Group”) was incorporated in the Republic of China on August 26, 2005. It specializes in manufacturing high-quality solar cells, solar cell modules and wafers. The Group’s main business activities include researching, developing, designing, manufacturing and selling solar cells, as well as participating in other solar-related businesses. Its ordinary shares have been listed on the Taiwan Stock Exchange (TWSE) since January 2009.
On October 1, 2018, the Group merged with former Gintech Energy Corporation (“ Gintech” ) and Solartech Energy Corporation (“Solartech”), with the Group as the sole surviving company. On March 31, 2019, the Group merged with former General Energy Solutions Inc. (GES), with the Group as the surviving company and GES as the dissolved entity.
(2) Approval date and procedures of the consolidated financial statements
The consolidated financial statements were approved and released by the Group’s Board of Directors on May 10, 2022.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2022:
-
●Amendments to IAS 16 “Property, Plant and Equipment—Proceeds before Intended Use”
-
-
-
●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
●Annual Improvements to IFRS Standards 2018–2020
-
●Amendments to IFRS 3 “Reference to the Conceptual Framework”
(Continued)
9
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 The amendments narrowed the scope of the recognition exemption so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. January 1, 2023 |
|---|---|
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
●Amendments to IAS 1 “Disclosure of Accounting Policies”
-
●Amendments to IAS 8 “Definition of Accounting Estimates”
(4) Summary of significant accounting policies
- (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.
(Continued)
10
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the 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, 2020. For related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2020.
(b) Basis of consolidation
- (i) List of subsidiaries in the consolidated financial statements:
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 March 31, 2021 Note |
|
|---|---|---|---|---|
| March 31, 2022 |
||||
| The Company | New Ray Investment Corp. (“New Ray Investment”) DelSolar Holding Singapore Pte. Ltd. (“DelSolar Singapore”) DelSolar Holding (“Cayman”) Ltd. (“DelSolar Cayman”) NSP Systems (“BVI”) Ltd. (“NSP BVI”) NSP UK Holding Limited (“NSP UK”) Best Power Service Corp. (“BPS”) NSP System Development Corp. (“NSP System”) GES Energy Middle East FZE (“GES ME”) Utech solar corporation (“Utech”) Ultimate Energy Solution Limited (“UES”) Solartech Materials Corporation (“SMC”) Apex solar Corporation (“Apex”) Zhongyang Corporation (“Zhongyang”) United Renewable Energy Engineering Co. , Ltd. (“UREE”) Yong Liang Ltd. (“Yong Liang”) Yong Zhou Ltd. (“Yong Zhou”) General Energy Solutions UK Limited (“GES UK”) ELECTRONIC J.R.C. S.R.L (“JRC”) Dashiangying Energy Power Ltd. Co. (“Dashiangying”) Shinkai Energy Power Ltd. Co. (“Shinkai”) Shanshang Energy Power Ltd. Co. (“Shanshang”) Jiangung Energy Power Ltd. Co. (“Jiangung”) Dungshr Energy Power Ltd. Co. (“Dungshr”) Yanshan Energy Power Ltd. Co. (“Yanshan”) |
Investment company Investment company Investment company Investment company Investment company Solar related business Solar related business Solar related business Electronic component manufacturing Investment company Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Investment company Solar related business Solar related business Solar related business Solar related business Solar related business Electronic component Solar related business |
% - % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % 99.94 % 100.00 % 100.00 % - % 100.00 % - % 36.14 % 100.00 % 100.00 % 59.69 % 100.00 % 100.00 % 100.00 % - % 100.00 % - |
% - % 100.00 3 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 60.00 % 60.00 2 % 100.00 % 100.00 % 100.00 % 100.00 % 99.94 % 99.92 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 4 % 100.00 % 100.00 % 100.00 % 100.00 2 % 36.14 % 100.00 7 % 100.00 % 100.00 % 100.00 % 100.00 % 59.69 % 59.69 % 100.00 % 100.00 6 % 100.00 % 100.00 6 % 100.00 % 100.00 % - % 100.00 7 % 100.00 % 100.00 % 100.00 % 100.00 5 |
(Continued)
11
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 March 31, 2021 Note |
|
|---|---|---|---|---|
| March 31, 2022 |
||||
| GES UK GES USA NSP NEVADA |
General Energy Solutions USA. Inc. (“GES USA”) GES JAPAN CORPORATION (“GES JAPAN”) NCH Solar 1 Limited (“NCH Solar 1”) GES Solar 2 Limited (“GES Solar 2”) GES Solar 3 Limited (“GES Solar 3”) General Energy Solutions CANADA Inc. (“GES CANADA”) NSP Germany MEGATWO, LLC (“MEGATWO”) GES MEGATHREE, LLC (“MEGATHREE”) GES MEGAFIVE, LLC (“MEGAFIVE”) GES MEGASIX, LLC (“MEGASIX”) GES MEGAEIGHT, LLC (“MEGAEIGHT”) GES MEGATWELVE, LLC(“MEGATWELVE”) GES MEGATHIRTEEN, LLC(“MEGATHIRTEEN”) GES MEGASIXTEEN, LLC(“MEGASIXTEEN”) GES MEGANINETEEN, LLC(“MEGANINETEEN”) GES MEGATWENTY, LLC(“MEGATWENTY”) GES ASSET TWO, LLC(“ASSET TWO”) GES ASSET THREE LLC(“ASSET THREE”) SH4 SOLAR LLC(“SH4”) Cedar Falls Solar Farm, LLC(“CEDAR FALLS”) Schenectady Solar, LLC (“Schenectady”) Village of Coxsackie Municipal Solar Project One, LLC(VOC) SEG MI 57 LLC(“SEG”) Kinect Solar Fund 1, LLC(“KINECT”) RER CT 57, LLC(“RER CT 57”) TEV II, LLC(“TEV II”) Heywood Solar PGS, LLC(“HEYWOOD”) MP Solar, LLC(“MP Solar”) Ventura Solar LLC(“Ventura”) ILLINI POWER LLC PS CS, LLC(“PS CS”) Heywood Solar PGS, LLC (“HEYWOOD”) MP Solar, LLC (“MP Solar”) Ventura Solar, LLC (“Ventura”) Livermore Community Solar Farm, LLC(“Livermore”) Industrial Park Drive Solar, LLC(“Industrial Park”) Hillsboro Town Solar, LLC(“Hillsboro”) |
Investment company Investment company Solar related business Solar related business Solar related business Investment company Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business |
% 100.00 % 100.00 % - % - % - % 100.00 % 90.00 % 100.00 % - % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % - % - % - % 100.00 % 100.00 % - % 100.00 % 55.00 % - % - % - % - % 45.00 % - % - % 100.00 % 100.00 % 100.00 |
% 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 4 % - % 100.00 4 % - % 100.00 4 % 100.00 % 100.00 % 90.00 % 90.00 % 100.00 % 100.00 % - % 40.00 4 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % - % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 4 % - % - % - % - 4 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 4 % 100.00 % 100.00 % 55.00 % 55.00 % - % 55.00 4 % - % 55.00 4 % - % - 4 % - % - 4 % 45.00 % 45.00 % - % 45.00 4 % - % 45.00 4 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
(Continued)
12
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 March 31, 2021 Note |
|
|---|---|---|---|---|
| March 31, 2022 |
||||
| GES CANADA MEGATWO ASSET THREE MEGASIXTEEN GES AC TEV II TEV Solar AC GES Solar DelSolar Cayman NSP BVI DelSolar Singapore NSP UK NSP System |
ELECTRONIC J.R.C., S.R.L(“JRC”) Munisol S.A.P.I. de C.V.(“MUNISOL”) GES Asset Three Shima’s, LLC(“SHIMA’S”) GES Asset Three Waimea, LLC(“WAIMEA”) GES Asset Three Honokawai, LLC(“HONOKAWAI”) GES Asset Three Eleele, LLC(“ELEELE”) GES Asset Three Hanalei, LLC(“HANALEI”) GES Asset Three Kapaa, LLC(“KAPAA”) GES Asset Three Koloa, LLC(“KOLOA”) GES AC SOLAR 2017, LLC (“GES AC”) Anderson North Solar Project LLC(“Anderson N.”) Anderson South Solar Project LLC(“Anderson S.”) Flora Solar Project LLC(“Flora”) Greenfield Solar Project LLC(“Greenfield”) Spiceland Solar Project LLC(“Spiceland”) TEV Solar Alpha18 LLC (“TEV Solar”) AC GES Solar 2018 LLC(“AC GES Solar”) Richmond 2 Solar Park, LLC(“Richmond”) Rensselaer 2 Solar Park, LLC(“Rensselaer”) Advance Solar Park, LLC(“Advance”) DelSolar(“HK”)Ltd.(“DelSolar HK”) DelSolar US Holdings(“Delaware”) Corporation(“DelSolar US”) NSP SYSTEM NEVADA HOLDING CORP(“NSP NEVADA”) URE NSP Corporation(“URE NSP”) NSP HK Holding Ltd.(“NSP HK”) Neo Solar Power Vietnam Co., Ltd.(“NSP Vietnam”) PV-Power-Park Pro 1 Verwaltungs GmbH(“PV- Power-Park”) NSP Indygen UK Ltd.(“NSP Indygen”) Hsin Jin Optoelectronics (“Hsin Jin Optoelectronics”) Hsin Jin Solar Energy Co., Ltd. (“Hsin Jin Solar Energy”) Si Two Corp. (“Si Two”) Tienyang Green Power Ltd. Co. (“Tienyang”) Deyang Green Power Ltd. Co. (“Deyang”) Shanyang Green Power Ltd. Co. (“Shanyang”) Jeyang Green Power Ltd. Co. (“Jeyang”) Lianzhang Energy Power Ltd. Co. (“Lianzhang”) Lianxi Energy Power Ltd. Co. (“Lianxi”) Liancheng Energy Power Ltd. Co. (“Liancheng”) Feng Yang Energy Power Ltd. Co. (“Feng Yang”) |
Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Investment company Investment company Solar related business Solar related business Solar related business Technical 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 |
% 40.31 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 67.59 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 66.19 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % - % 100.00 % 80.00 % 60.00 % 100.00 % - % - % - % - % 100.00 % 100.00 % - % - |
% 40.31 % 40.31 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 67.59 % 67.59 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 66.19 % 66.19 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 3 % - % 100.00 3 % 100.00 % 100.00 % 80.00 % 80.00 % 60.00 % 60.00 % 100.00 % 100.00 % - % 100.00 4 % - % 100.00 4 % - % 100.00 4 % - % 100.00 4 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 5 % - % 100.00 4 |
(Continued)
13
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 March 31, 2021 Note |
|
|---|---|---|---|---|
| March 31, 2022 |
||||
| UREE Utech Jiangung NSP HK DelSolar HK DelSolar US DelSolar Development UES RES |
United Agriculture Ecology Ltd. Co. (“UAE”) Jiangung Energy Power Ltd. Co. (“Jiangung”) Yong Liang Ltd. (“Yong Liang”) XYH (Suzhou) Energy Ltd. (“XYH Suzhou”) DelSolar (Wu Jiang) Ltd. (“DelSolar Wu Jiang”) DelSolar Development (Delaware) LLC (“DelSolar Development”) Clean Focus Renewables Inc.(“CFR”) USD1 Owner LLC(“USD1”) Beryl Construction LLC(“Beryl”) DSS-USF PHX LLC DSS-RAL LLC Renewable Energy Solution Limited(“RES”) Gintech (“Thailand”) Limited(“Gintech (“Thailand”)”) |
Solar and agriculture-related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Investment company Solar related business |
% - % 100.00 % 63.86 % - % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
% 100.00 % 100.00 2 % 100.00 % - 7 % 63.86 % - 7 % - % 100.00 3 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 6 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
Note 1: The subsidiary was deemed as a subsidiary of the Group in accordance with IFRS 10.
Note 2: The Group disposed of all the equity shares in three months ended March 31, 2022.
Note 3: The Group had liquidated and dissolved in 2021.
Note 4: The Group disposed of all the equity shares in 2021.
Note 5: The Group had liquidated and dissolved in three months ended March 31, 2022.
Note 6: The Group had been liquidating and dissolving during three months ended March 31, 2022.
Note 7: Please refer to the 2021 annual consolidated financial statements for other related information.
(ii) Subsidiaries not included in the consolidated financial statements: None.
- (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 pretax 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)
14
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(d) Changes in accounting policies
During 2021, the Group adjusted useful life of partial equipment to reasonably reflect the future economic benefits of the asset. The useful life of equipment is extended to 27~30 years from the date of purchase. The effect of these changes on actual and expected depreciation expense, included in cost of sales, was as follows:
| (Decrease) increase in depreciation expense |
2022 $ (13,451) |
2023 (13,451) |
2024 (13,451) |
2025 (13,451) |
Later |
|---|---|---|---|---|---|
| 54,924 |
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the 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, 2021.
(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, 2021. Please refer to the 2021 annual consolidated financial statements.
(a) Cash and cash equivalents
| Cash on hand, checking accounts and demand deposits Time deposits Cash and cash equivalents listed in the consolidated cash flow statements |
March 31, 2022 $ 4,747,045 8,500 $ 4,755,545 |
December 31, 2021 5,241,731 12,442 5,254,173 |
March 31, 2021 |
|---|---|---|---|
| 4,882,994 20,650 |
|||
| 4,903,644 |
(Continued)
15
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Financial assets and liabilities at fair value through profit and loss
| Financial assets mandatorily measured at fair value through profit or loss: Derivatives not used for hedging Foreign exchange swap contracts Foreign exchange contracts Long call options Embedded derivative-redemption Total Current Non-current Total Financial liabilities designated at fair value through profit or loss: Derivatives not used for hedging Forward exchange contracts Foreign exchange swap contracts Short call options Total Current Non-current Total |
March 31, 2022 $ - 934 161,614 6,000 $ 168,548 $ 69,348 99,200 $ 168,548 $ 167 9,288 52,605 $ 62,060 $ 10,212 51,848 $ 62,060 |
December 31, 2021 4,443 2,941 157,067 6,900 171,351 74,255 97,096 171,351 - - 51,820 51,820 1,924 49,896 51,820 |
March 31, 2021 |
|---|---|---|---|
| - 4,921 180,394 - |
|||
| 185,315 | |||
| 4,921 180,394 |
|||
| 185,315 | |||
| - 793 87,044 |
|||
| 87,837 | |||
| 793 87,044 |
|||
| 87,837 |
(i) The short call options mentioned above derived from the loan contract signed with Indiana Municipal Power Agency (IMPA). Refer to note 6(p) for more details.
(ii) The long call options listed above were derived from the issuance of preference shares by the Group, making an agreement with the preference shareholders that the Group has the right to buy back all shares on the specific date. Refer to note 6(r) for more details.
(Continued)
16
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) The fair value of the derivatives mentioned above is estimated using the Black-Scholes options evaluation model, and the relevant parameters were as follows:
| Shorting call options-MEGASIXTEEN Estimated strike price Expected volatility Duration Discount rate Shorting call options-TEV II Estimated strike price Expected volatility Duration Discount rate Longing call options-MEGASIXTEEN Estimated strike price Expected volatility Duration Discount rate Longing call options-TEV II Estimated strike price Expected volatility Duration Discount rate |
March 31, 2022 December 31, 2021 March 31, 2021 USD13,347 thousand dollars USD13,347 thousand dollars USD13,347 thousand dollars 22.0% 22.0% 33.0% 0.75 years 1 years 1.75 years 6.7473% 6.7473% 7.2898% USD13,822 thousand dollars USD13,822 thousand dollars USD13,822 thousand dollars 30% 30% 25% 2.75 years 3 years 3.75 years 6.7473% 6.7473% 7.2898% USD656 thousand dollars USD656 thousand dollars USD656 thousand dollars 22.0% 22.0% 33.0% 0.75 years 1 years 1.75 years 6.7473% 6.7473% 7.2898% USD704 thousand dollars USD704 thousand dollars USD704 thousand dollars 32% 32% 27% 2.25 years 2.5 years 3.25 years 6.7473% 6.7473% 7.2898% |
|---|---|
(iv) The Group entered into such forward exchange contracts and foreign exchange 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 financial assets mandatorily measured at fair value through profit or loss and held-fortrading financial liabilities:
(Continued)
17
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| March 31, 2022 Foreign exchange swap contracts Selling Forward exchange contracts December 31, 2021 Foreign exchange swap contracts Selling Forward exchange contracts March 31, 2021 Foreign exchange swap contracts Selling Forward exchange contracts |
Currency | Maturity Date Contract Amount (in Thousands) April 8, 2022~April 25, 2022 NTD34,000/ USD962,438 April 21, 2022~May 16, 2022 EUR3,000/ USD3,383 January 10, 2021~ March 8, 2022 NTD1,083,250/ USD39,000 January 10, 2022 EUR2,000/ USD2,377 April 22, 2021 USD5,000/ NTD141,720 April 6, 2021~July 12, 2021 EUR5,900/USD7,099 |
|---|---|---|
| USD/NTD EUR/USD NTD/USD EUR/USD USD/NTD EUR/USD |
(v) Financial instruments revalued at fair value through profit and loss were as follows:
| Revaluation of derivatives listed in profit and loss Financial assets at fair value through other comprehensive income March 31, 2022 Equity instrument measured at fair value through other comprehensive income: Domestic investments Listed ordinary shares $ 399,222 Unlisted ordinary shares 142,199 Overseas investments - unlisted ordinary shares 8,188 Total $ 549,609 Current $ 139,189 Non-current 410,420 Total $ 549,609 |
For the three months ended March 31, 2022 2021 $ (31,415) 16,420 December 31, 2021 March 31, 2021 389,616 315,415 47,699 47,699 8,188 15,292 445,503 378,406 111,712 113,814 333,791 264,592 445,503 378,406 |
For the three months ended March 31, 2022 2021 $ (31,415) 16,420 December 31, 2021 March 31, 2021 389,616 315,415 47,699 47,699 8,188 15,292 445,503 378,406 111,712 113,814 333,791 264,592 445,503 378,406 |
|---|---|---|
| 2022 $ (31,415) December 31, 2021 389,616 47,699 8,188 445,503 111,712 333,791 445,503 |
||
| 16,420 March 31, 2021 315,415 47,699 15,292 378,406 113,814 264,592 378,406 |
(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) Due to the strengthen the strategic layout, the Group increase investment EVERGREEN AVIATION TECHNOLOGIES CORPORATION ("EGAT") ordinary shares $94,500 thousand in first quarter of 2022.
(Continued)
18
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(iii) 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.
-
(iv) The Group did not dispose any equity instrument in the three months ended March 31, 2022 and 2021. During the period, the accumulated gains and losses were not transferred into equity.
-
(v) For credit risk and market risk, please refer to note 6(ad).
-
(vi) The financial assets mentioned above had been pledged as collateral for long-term borrowings; please refer to note 8.
-
(d) Financial assets at amortized cost
| Financial assets at amortized cost | |||
|---|---|---|---|
| Convertible preference shares - Phanes Holding Inc. |
March 31, 2022 $ - |
December 31, 2021 - |
March 31, 2021 |
| 142,525 | |||
-
(i) The Group assessed its expected cash flows until maturity, which covers the entirety of interests and principle, and therefore, measured at amortized costs.
-
(ii) Phanes Holding Inc. a project developer, is an overseas unlisted company. In order to build a long-term cooperative strategic relationship with Phanes Holding Inc. the Group subscribed to the entire five-year callable preference shares (C-Shares III) for 24,000 shares, at par value, amounting to USD5,000 thousand. According to the future recoverability which based on the preference shares cash flow assessment, the Group recognized impairment loss on financial assets of $163,650 thousand during the fourth quarter of 2021.
-
(iii) The above preference shares carried no voting rights and no dividend rights. Instead they carried preferential rights on dividends specified at 7% of the par value. The preference shares can be redeemed prior to, or later than, the maturity date under the agreement between the Group and Phanes Holding Inc. As of March 31, 2021 the interest receivables, classified as other receivables from related parties, amounted to $29,602 thousand. The Group recognized the interest receivable mentioned above as expected credit losses in the fourth quarter of 2021, classified as other gains and losses.
-
(iv) Financial assets at amortized cost had not been pledged as collateral.
(Continued)
19
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(e) Notes and accounts receivables
| Notes and accounts receivable Accounts receivable from related parties Less: Loss Allowance |
March 31, 2022 $ 2,167,431 213,822 (201,576) $ 2,179,677 |
December 31, 2021 2,075,173 225,413 (203,677) 2,096,909 |
March 31, 2021 2,929,601 210,006 (572,647) |
|---|---|---|---|
| 2,566,960 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| Current 1 to 30 days past due 31 to 60 days past due 61 to 90 days past due 91 to 120 days past due 121 to 150 days past due 151 to 180 days past due More than 181 days past due Total Current 1 to 30 days past due 31 to 60 days past due 61 to 90 days past due 91 to 120 days past due 121 to 150 days past due 151 to 180 days past due More than 181 days past due Total |
March 31, 2022 | ||
|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 2,030,769 0%~0.06% 57,995 0%~0.21% 15,213 0%~0.47% 7,863 0%~1.07% 11,400 0%~2.19% 229 0%~6.48% - 0%~41.67% 257,784 0%~100% $ 2,381,253 December 31, 2021 |
Loss allowance provision |
||
| 829 115 72 84 - - - 200,476 |
|||
| 201,576 | |||
| Weighted- average loss rate 0%~0.18% 0%~0.98% 0%~2.43% 0%~6.42% 0%~11.16% 0%~25.58% 0%~56.16% 0%~100% |
Loss allowance provision |
||
| 2,022 516 131 - - - - 201,008 |
|||
| 203,677 |
(Continued)
20
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 Total |
March 31, 2021 | ||
|---|---|---|---|
| Gross carrying amount $ 1,650,887 146,340 212,518 34,723 18,294 2,231 8,435 1,066,179 $ 3,139,607 |
Weighted- average loss rate 0%~0.18% 0%~0.98% 0%~2.43% 0%~6.42% 0%~11.16% 0%~25.58% 0%~56.16% 0%~100% |
Loss allowance provision |
|
| 1,102 1,147 4,106 441 616 - 1,333 563,902 |
|||
| 572,647 |
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 March 31 |
For the three months ended March 31, 2022 2021 $ 203,677 575,989 (2,148) 622 - (4,961) 47 997 $ 201,576 572,647 |
|---|---|
| 2022 $ 203,677 (2,148) - 47 $ 201,576 |
The aforementioned notes and accounts receivables of the Group had not been pledged as collateral.
(f) Inventories
| Construction in progress Finished goods and products Raw materials Work in progress |
March 31, 2022 |
December 31, 2021 1,169,849 447,809 884,942 150,995 2,653,595 |
March 31, 2021 |
|
|---|---|---|---|---|
| $ 1,262,715 778,431 676,603 243,998 $ 2,961,747 |
1,838,442 863,419 480,982 92,024 |
|||
| 3,274,867 |
(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)
21
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(reversed) Others Total |
For the three months ended March 31, 2022 2021 $ 3,932,132 2,960,750 11,000 92,307 (4,927) 64,087 (8,382) (65,147) $ 3,929,823 3,051,997 |
|---|---|
| 2022 $ 3,932,132 11,000 (4,927) (8,382) $ 3,929,823 |
(iii) The inventories of the Group has been pledged as collateral of March 31, 2021, please refer to note 8. There were no such pledged as collateral of December 31, 2021 and March 31, 2022.
(g) Non-current assets held for sale
The Group decided to sell some foreign subsidiaries and has begun to process some selling matters, the assets and liabilities of foreign subsidiaries were presented as a disposal group held for sale. As of March 31, 2022, the assets and liabilities of disposal group were $1,432,367 thousand and $1,027,841 thousand, as the following:
| Cash and cash equivalents Inventories Accounts receivable Property, plant and equipment Intangible assets Restricted assets - non-current Other assets Assets held for sale Bank borrowings Other payables Other liabilities Lease liability - non-current Liabilities held for sale |
March 31, 2022 $ - - 50,766 1,135,005 65,719 156,466 24,411 $ 1,432,367 $ 957,429 35,653 34,759 - $ 1,027,841 |
December 31, 2021 2,451 635,456 49,090 1,109,793 63,548 259,369 25,665 2,145,372 925,810 34,576 33,611 613,191 1,607,188 |
March 31, 2021 |
|---|---|---|---|
| 39,673 - 55,733 1,430,708 65,466 155,865 17,135 |
|||
| 1,764,580 | |||
| 953,749 37,213 34,753 - |
|||
| 1,025,715 |
The impairment loss of $21,317 thousand resulting from measuring at the lower of other carrying amount and fair value less costs to sell shall be disclosed in the consolidated statements of comprehensive income as of three month ended March 31, 2021.
(Continued)
22
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (h) Investments accounted for using the equity method
| Associates Joint ventures |
March 31, 2022 $ 215,567 3,442 $ 219,009 |
December 31, 2021 208,145 3,328 211,473 |
March 31, 2021 |
|---|---|---|---|
| 158,824 3,428 |
|||
| 162,252 |
-
(i) Please refer to note 13(b) for list of investments, percentage of ownership and main activities.
-
(ii) Considering the associates 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.
(iii) Associates
The Group’ s financial information on investments in individually insignificant associates accounted for using the equity method at the reporting date was as follow. This financial information was included in the consolidated financial statements:
| Carrying amount of individually insignificant associates’ equity Attributable to the Group Net income (loss) Other comprehensive income (loss) Comprehensive income (loss) |
March 31, 2022 $ 215,567 |
December 31, 2021 March 31, 2021 208,145 158,824 For the three months ended March 31, 2022 2021 $ 1,203 (9,366) - (4,049) $ 1,203 (13,415) |
December 31, 2021 March 31, 2021 208,145 158,824 For the three months ended March 31, 2022 2021 $ 1,203 (9,366) - (4,049) $ 1,203 (13,415) |
|---|---|---|---|
| 2022 | |||
| $ 1,203 - $ 1,203 |
- (iv) The Group’s financial information on investments in individually insignificant joint ventures accounted for using the equity method was as follow:
| The carrying amount of investments in the individually insignificant joint ventures |
March 31, 2022 $ 3,442 |
December 31, 2021 3,328 |
March 31, 2021 |
|---|---|---|---|
| 3,428 |
-
(v) The aforementioned investments accounted for using the equity method of the Group had not been pledged as collateral.
-
(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 three months ended March 31, 2022 and 2021 have not been reviewed.
(Continued)
23
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Loss of control over a subsidiary
During three month ended March 31, 2022, the Group sold all of its shares in subsidiaries and loss control of them, with the considerations of $9,996 thousand, respectively, the disposal loss was $1 thousand, which was included in other gains and losses.There were no disposed subsidiary company of March 31, 2021.
The carrying amounts of assets and liabilities of subsidiary on the date of disposal were as follows:
| Cash and cash equivalents Receivables Construction contracts receivable Other current assets Right of use assets Other non current assets Accounts payable Current liabilities Lease liability Non current liabilities Carrying amount of subsidiary’s net assets |
For the three months ended March 31, 2022 $ 11,268 2,698 1,912 1,777 1,227 1,222 (1,323) (638) (1,235) (249) $ 16,659 |
|---|---|
- (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, 2022 Additions Disposals Reclassification Effect of changes in foreign exchange rates Balance on March 31, 2022 |
Land $ 759,135 - - - 2,447 $ 761,582 |
Buildings 4,479,064 - - - 12,205 4,491,269 |
Machinery and equipment 18,659,052 - (3,232,561) 10,846 15,338 15,452,675 |
Other equipment 5,249,960 16,969 (41,181) 85,803 102,517 5,414,068 |
Equipment to be inspected and construction in progress 285,492 477,361 - 25,673 342 788,868 |
Total 29,432,703 494,330 (3,273,742) 122,322 132,849 |
|---|---|---|---|---|---|---|
| 26,908,462 |
(Continued)
24
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance on January 1, 2021 Additions Disposals Reclassification Reclassify to lease property Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on March 31, 2021 Accumulated depreciation Balance on January 1, 2022 Depreciation Disposals Effect of changes in foreign exchange rates Balance on March 31, 2022 Balance on January 1, 2021 Depreciation Disposals Reclassification Reclassify to lease property Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on March 31, 2021 Carrying amounts: Balance on January 1, 2022 Balance on March 31, 2022 Balance on January 1, 2021 Balance on March 31, 2021 |
Land $ 787,322 - - - - (19,229) (2,263) $ 765,830 $ - - - - $ - $ - - - - - - - $ - $ 759,135 $ 761,582 $ 787,322 $ 765,830 |
Buildings 4,513,175 - (979) - - - (12,665) 4,499,531 1,851,219 52,339 - 2,462 1,906,020 1,651,948 51,937 (979) - - - (1,876) 1,701,030 2,627,845 2,585,249 2,861,227 2,798,501 |
Machinery and equipment 19,168,372 - (6,472) (3,347) (2,826) - (10,670) 19,145,057 17,196,768 132,965 (3,232,169) 4,269 14,101,833 17,364,601 141,031 (6,472) (2,048) (2,826) - (2,792) 17,491,494 1,462,284 1,350,842 1,803,771 1,653,563 |
Other equipment 7,519,158 971 (949) 6,290 - (1,775,876) 70,522 5,820,116 2,171,021 51,547 (41,181) 35,255 2,216,642 2,598,464 92,481 (949) (1,392) - (415,746) 15,703 2,288,561 3,078,939 3,197,426 4,920,694 3,531,555 |
Equipment to be inspected and construction in progress 222,641 155,882 - (18,594) - (197,721) (286) 161,922 - - - - - 144,666 - - - - (146,372) 2,509 803 285,492 788,868 77,975 161,119 |
Total 32,210,668 156,853 (8,400) (15,651) (2,826) (1,992,826) 44,638 |
|---|---|---|---|---|---|---|
| 30,392,456 | ||||||
| 21,219,008 236,851 (3,273,350) 41,986 |
||||||
| 18,224,495 | ||||||
| 21,759,679 285,449 (8,400) (3,440) (2,826) (562,118) 13,544 |
||||||
| 21,481,888 | ||||||
| 8,213,695 | ||||||
| 8,683,967 | ||||||
| 10,450,989 | ||||||
| 8,910,568 |
(i) Reclassify to assets held for sale, please refer to Note 6(g).
(ii) The aforementioned property, plant and equipment of the Group had been pledged as collateral, please refer to Note 8.
- (iii) The group has started construction and costs $5,087 thousand as of March 31, 2022. Capitalized borrowing costs relating to the acquisition of constructing factory, which using a capitalization rate of 1.9622%~2.53% are included.
(Continued)
25
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(k) Right-of-use assets
| Carrying amount: Balance at March 31, 2022 Balance at December 31, 2021 Balance at March 31, 2021 |
Land $ 384,334 $ 385,988 $ 513,554 |
Building 18,953 23,651 38,138 |
Machinery and equipment 1,859 2,695 302 |
Other equipment 18,659 18,674 19,872 |
Total |
|---|---|---|---|---|---|
| 423,805 | |||||
| 431,008 | |||||
| 571,866 |
The Group lease the land, building, machinery and equipment and other equipment of right-of-use asset to the third party, 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 three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(l) Investment property
The investment property includes the property owned by the Group. The leases of investment properties contain an initial non-cancellable lease term of 3 ~ 10 years. Some leases provide the lessees with options to extend at the end of the term.
The details of investment property are as follows:
| Carrying amount: Balance at March 31, 2022 Balance at December 31, 2021 Balance at March 31, 2021 |
Properties Land Buildings $ 747,300 1,903,311 $ 747,300 1,929,695 $ 747,300 1,898,708 |
Right-of-use asset Land 165,479 167,130 69,242 |
Total |
|---|---|---|---|
| Land $ 747,300 $ 747,300 $ 747,300 |
|||
| 2,816,090 | |||
| 2,844,125 | |||
| 2,715,250 |
There were no significant additions, disposal, or recognition and reversal of impairment losses of investment property for the three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
The fair value of the investment property was not significantly different from those disclosed in the annual consolidated financial statements for the year ended December 31, 2021.
The investment property had been pledged as collateral for long-term borrowings, please refer to Note 8.
(Continued)
26
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(m) Intangible assets
| Contract with Consultants Carrying amount: Balance at March 31, 2022 $ - Balance at December 31, 2021 $ - Balance at March 31, 2021 $ - |
Contract with Customers - - - |
Other 4,878 4,803 2,931 |
Total |
|---|---|---|---|
| 4,878 | |||
| 4,803 | |||
| 2,931 |
Due to reclassification of the intangible asset to the asset held for sale, it decreased by $65,466 thousand. Except for the above, there were no significant additions, disposal, or recognition and reversal of impairment losses of intangible assets for the three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
- (n) Short-term borrowings
| Unsecured bank loans Unused credit lines Range of interest rates |
March 31, 2022 $ 307,615 $ 5,880,674 1.99%~2.25% |
December 31, 2021 50,389 5,917,913 1.85% |
March 31, 2021 |
|---|---|---|---|
| 2,262,426 | |||
| 2,717,110 | |||
| 0.95%~1.86% |
-
(i) There were no significant issues, repurchases and repayments of short-term borrowings for the three months ended March 31, 2022 and 2021, please refer to the 2021 annual consolidated financial statements for other related information.
-
(ii) Please refer to Note 8 for details of the guarantee situation of the consolidated company using assets to set mortgage for bank loans.
-
(o) Short-term notes and bills payable
| Commercial paper payable Less: discounts on commercial paper payable |
March 31, 2022 $ 106,600 (21) $ 106,579 |
December 31, 2021 221,300 (47) 221,253 |
March 31, 2021 237,700 (105) 237,595 |
|---|---|---|---|
There were no significant issues, repurchases and repayments of short-term notes and bills payable for the three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(Continued)
27
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(p) Long-term liabilities
(i) Long-term borrowings
| March 31, 2022 Secured bank loans 6 billion syndicated loan from First Bank $ 2,261,600 4.5 billion syndicated loan from First Bank 2,207,560 10.13 billion syndicated loan from First Bank - IMPA 633,128 Cathay Bank - FMO & DEG Bank - KGI Bank Loan - Other financing loan 284,127 Unsecured bank loans King’s Town Bank - 0.5 billion syndicated loan from First Bank - Chailease International Financial Service. Co., Ltd. - Inventories repurchase financing loans - Other financing loan 119,920 5,506,335 Less: Current portion (2,373,901) Total $ 3,132,434 Unused credit lines $ 250,000 Range of interest rates 1.91%~4.75% |
December 31, 2021 2,657,486 2,219,560 - 607,415 100,908 - - 254,981 - - - - 119,895 5,960,245 (2,434,533) 3,525,712 - 1.91%~4.75% |
March 31, 2021 - 2,255,560 4,264,523 611,702 608,383 - 250,000 479,551 240,000 56,250 54,573 37,090 177,447 9,035,079 (4,528,903) 4,506,176 581,675 0.86%~5.75% |
|---|---|---|
-
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 three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(Continued)
28
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, JRC, to maintains certain financial ratios based on their annual and semiannual consolidated financial reports, wherein the balance of the special reserve account should not be below USD$3,000 thousand. The Group intend to sell the subsidiaries and reclassify the related borrowings to liabilities held for sale, please refer to note 6(g).
-
b) The Group entered into a middle-to-long-term guaranteed loan from CATHAY BANK. According to the terms and conditions of the contract, it requires that the borrower, GES USA, to maintain certain financial ratios during the credit period. The loan had already repaid in February of 2022.
-
c) The Group entered into a long-term loan agreement with Bank SinoPac. According to the terms and conditions on the contract, it requires the borrower, Yong Liang, to maintain certain financial ratios during the credit periods.
-
d) The Group entered into middle-to-long-term guaranteed loan with CATHAY BANK. According to the terms and conditions on the contract, it requires the borrower, MEGATWELVE, MEGATHIRTEEN and ASSETTHREE to maintain certain financial ratios based on its annual financial reports during the credit period. The ratios did not meet the above requirements on December 31, 2021, the Group has increased the compensation fund in accordance to the terms, and no breach of contract was committed. The loan had already repaid in February of 2022.
-
e) The Group entered into $10.13 billion and $0.5 billion syndicated loans with First Bank. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period. The ratios did not meet the above requirements on June 30, 2021, the Group has increased the compensation fund.The loan had already repaid in the third quarter of 2022.
-
f) The Group entered into $6 billion syndicated loans with First Bank. According to the terms and conditions on the contract, it requires the Group to maintain certain financial ratios based on its annual and semiannual consolidated financial reports during the credit period. Although the Interest Protection Multiples (IPM) did not meet the above requirements, no breach of contract was committed.
(Continued)
29
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
g) The Group entered into a $4.5 billion syndicated loan with First Bank. According to the terms and conditions on the contract, it requires Utech’s to maintain certain financial ratios based on its annual financial reports during the credit period. The abovementioned syndicated loans and other loans which were lent by Shanghai Commercial Bank had expired on September 30, 2021. The Group completed the negotiation with First Bank and Shanghai Commercial Bank to extend the loan maturity date to September 30, 2022. The financial ratios before the loan due date need not be reviewed. As of March 31, 2022, the balance of bank loan was $2,327,480 thousand, which was expired, and the loan was extended until September 30, 2022.
-
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 MEGASIXTEEN, and AC GES, a company owned by the Group through TEV II and TEV Solar, starting from December 2022 to June 2024. Therefore, the contract includes an embedded derivative (selling a call option) that is not closely related to the main contract and is recognized as a financial liability designated at fair value through profit and loss; please refer to note 6(b) and (ad). According to the contracts, it restricts part of the consolidated entities to transfer the shares before the derivatives instrument expires; please refer to note 13(b).
The interest rates of MEGASIXTEEN and TEV II borrowing from IMPA were 4.25% and 4.75% respectively. After separating the short call option from the host contract, the adjusted loan interest rates became 11.08% and 11.38%, respectively.
- 5) Please refer to Note 8 for details of the guarantee situation of the consolidated company using assets to set mortgage for bank loans.
(q) Bonds payable
Information about the Group’s issuance of secured convertible bonds is as follows:
| Issuance amount Unamortized discount Ending balance of bonds payable Embedded derivative component-redemption rights (recorded as financial assets at fair value through profit or loss - non- current) Equity component-conversion right (recorded as capital surplus) |
March 31, 2022 $ 3,000,000 (43,333) $ 2,956,667 $ 6,000 $ 177,366 |
December 31, 2021 3,000,000 (47,550) 2,952,450 6,900 177,366 |
|---|---|---|
(Continued)
30
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Embedded derivative component-revaluation profit (loss) on redemption rights (recorded as other gains and losses) Interest expense |
For the three months ended March 31, |
For the three months ended March 31, |
|
|---|---|---|---|
| 2021 | |||
| - | |||
| - |
The issuance information on the secured convertible bonds was as follows:
3rd domestic secured convertible bonds
Issuance amount $3,000,000 thousand Issuance date 2021.10.25 Issuance price At 104.18% of par value Coupon rate 0% Issuance period 2021.10.25~2024.10.25 Trustee bank Bank SinoPac Guarantee agencies FIRST BANK and others Redemption rights The Company may redeem the bonds at face value with cash after January 26, 2022, and before September 14, 2024 that if the closing price of the common shares on TWSE on each trading day during a period of 30 consecutive trading dates exceeds at least 30% of the conversion price or if the outstanding balance of the bonds is less than 10% of the issuance amount.
Put option None Conversion period of Each holder of the bonds will have the right at any time during the period convertible bonds from January 26, 2022, to October 25, 2024, to convert their bonds through Taiwan Depository & Clearing Corporation (“TDCC”). It is requested to the Company's stock agency to convert the convertible bonds held into the Company's ordinary shares in accordance with these regulations. Conversion price The conversion price is set at $20.9 per share at the time of issuance. In the event of an adjustment to the conversion price of the Company's ordinary shares that complies with the terms of issuance, the conversion price shall be adjusted according to the formula specified in the terms of issuance.
(r) Preference share liabilities
| Class A preference shares Less: Current portion Total |
March 31, 2022 $ 14,424 (11,194) $ 3,230 |
December 31, 2021 16,500 (12,123) 4,377 |
March 31, 2021 25,771 (15,283) 10,488 |
|---|---|---|---|
(Continued)
31
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’ s subsidiaries, MEGASIXTEEN and TEV II, have issued Class A preference shares through GES AC and AC GES respectively. Relevant information was as follows:
| Issuance date Total amount issued percentages of Class A preference shares held by shareholders Issuance terms - Voting rights - Dividend rights - Others |
issued by MEGASIXTEEN issued by TEV II 2017.12 2018.12 USD11,920 thousand dollars USD11,920 thousand dollars 32.41% 32.41% Yes Yes Shareholders will be given priority to receive cumulative cash dividend of 0.65% with a monthly fixed Asset Management Fee each quarter and are entitled to 99% of profits sharing before expiration date December 2022. Shareholders will be given priority to receive cumulative cash dividend of 0.675% with a monthly fixed Asset Management Fee each quarter and are entitled to 99% of sharing earned before expiration date June 2024. Starting from December 2022, the Group would be able to repurchase the entirety of Class A shares at contract price. Starting from June 2024, the Group would be able to repurchase the entirety of Class A shares at contract price. |
|---|---|
According to the above clauses, the Group has the financial obligation to make regular fixed payments to Class A preference shares shareholders. Therefore, the liabilities are separated and recognized as preference shares liabilities at the time of initial recognition.
In addition, the Group has the right to purchase all the Class A preference shares from the shareholders on a specified date. The above right is an embedded derivative call option, which is a financial asset designated at fair value through profit and loss at initial recognition, that is not closely related to the host contract. Please refer to note 6 (b) and (ad) for more details.
(s) Lease liabilities
The Group leases certain land, buildings and transportation equipment for operating with lease terms of 3 ~ 20 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. Therefore, some of these arrangements contain renewal options.
(Continued)
32
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Carrying amount of the lease liabilities of the Group were as follows:
| Current Non-current |
March 31, 2022 $ 56,104 $ 554,260 |
December 31, 2021 59,058 560,061 |
March 31, 2021 |
|---|---|---|---|
| 59,473 | |||
| 596,247 |
For the maturity analysis, please refer to note 6(ad) financial instruments.
The amounts recognized in profit or loss were as follows:
| For the | three months ended | three months ended | ||
|---|---|---|---|---|
| March 31, | ||||
| 2022 | 2021 | |||
| Interest on lease liabilities | $ | 4,687 | 4,368 | |
| Variable lease payments not included in the measurement of lease | $ | 4,454 | 3,177 | |
| liabilities | ||||
| Expenses relating to short-term leases | $ | 2,491 | 12,878 | |
| Expenses relating to leases of low-value assets, excluding short- | ||||
| term leases of low-value assets | $ | 74 | 527 |
The amounts recognized in the statement of cash flows for the Group was as follow:
| Total cash outflow for leases | For the three months ended March 31, 2022 $ 29,742 |
For the three months ended March 31, 2021 |
|---|---|---|
| 28,962 |
(t) Provisions
| Warranties Onerous contracts Site restoration |
March 31, 2022 $ 99,117 56,292 10,535 $ 165,944 |
December 31, 2021 92,972 64,746 8,075 165,793 |
March 31, 2021 |
|---|---|---|---|
| 91,523 110,800 - |
|||
| 202,323 |
There were no significant changes in provisions for the three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(u) Operating lease
There were no significant changes in operating lease for the three months ended March 31, 2022. Please refer to the consolidated financial statements for the year ended December 31, 2021 for other related information.
(Continued)
33
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Employee benefits
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $12,138 thousand and $12,597 thousand for the three months ended March 31, 2022 and 2021, respectively.
(w) Income Taxes
- (i) Components of income tax of the Group were as follows:
| Income tax expense | For the three months ended March 31, |
For the three months ended March 31, |
|---|---|---|
| 2022 $ 26,441 |
2021 3,675 |
-
(ii) For the three months ended March 31, 2022 and 2021, there was no income tax recognized in other comprehensive income.
-
(iii) The Company's tax returns for the years through 2019 were assessed by the National Tax Bureau.
(x) Capital and other equity
Except for the following disclosure, there was no significant change in for capital and other equity for the periods from January 1 to March 31, 2022 and 2021. For the related information, please refer to the consolidated financial statements for the year ended December 31, 2021.
(i) Ordinary shares
| Authorized share capital Issued share capital Total shares issued |
March 31, 2022 $ 36,000,000 $ 16,278,140 $ 1,627,814 |
December 31, 2021 36,000,000 16,278,140 1,627,814 |
March 31, 2021 |
|---|---|---|---|
| 36,000,000 | |||
| 26,650,178 | |||
| 2,665,018 |
Of the Group’s authorized shares, 80,000 thousand shares had been reserved for the issuance of employee share options.
(ii) Capital surplus
The Company’s capital surplus includes share premium, subsidiaries, conversion right, number of changes in ownership of associates and joint venture recognized by equity method, and employee stock option, etc.
(Continued)
34
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 Group reaches its paid in capital, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Group’s Board of Directors as the basis for proposing a distribution plan, which will be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.
In accordance with the Group Law, two thirds of authorized Board of Directors must be present, and more than half of the directors present will reach an agreement to distribute the dividends and bonuses or all or a portion of the legal reserve and capital reserve as stipulated in Item 1 of Article 241 of the Group Law in the form of cash, which is reported to the meeting of shareholders.
The Articles of Incorporation of the Group also stipulate a dividend policy that the issuance of share dividends takes precedence over the payment of cash dividends. In principle, cash dividends should be not less than 10% of total dividends distributed.
On March 11, 2022 and May 7, 2021, the capital reduction for covering accumulated deficits proposal and the loss compensation proposal for 2021 and 2020, had been resolved by the shareholders’ meeting. Due to the net loss in 2021 and 2020, the Group did not distribute earnings. Related information can be found on the Market Observation Post System website of the Taiwan Stock Exchange.
(iv) Treasury shares
The Group acquired treasury shares as result of merging Gintech Energy on October 1, 2018. Related information was as follow:
| Related information was as follow: | |||
|---|---|---|---|
| Balance at March 31, 2022 Balance at December 31, 2021 Balance at March 31, 2021 |
Number of shares held (in thousands of shares) $ 1,066 $ 1,066 $ 1,883 |
Carrying Amount 18,699 18,699 18,699 |
Market Price |
| 24,511 | |||
| 23,285 | |||
| 28,252 |
The shares of the Group held by Utech has been treated as treasury shares. They were same as general shareholders except for the rights of cash injection and the rights of voting. The change of the treasury shares was the capital reduction offset accumulated deficits.
(y) Share-based payment
As of March 31, 2022, the Group's restricted share plan for employees are as follows. There were no significant changes in share-based payment for the three months ended March 31, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(Continued)
35
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Grant date Number of shares granted (in thousand shares) Contract term Recipients Vested conditions Other conditions |
Restricted share plan for employees |
|---|---|
| Issued in 2020 Issued in 2019 August 11, 2020 November 11, 2019 795 2,205 2 years 2 years Employees of the Company Employees of the Company Still in service two years after the grant date Still in service two years after the grant date The Group will reduce capital and adjustthe number of unowned shares The Group will reduce capital and adjustthe number of unowned shares |
Information for the cost of share-based payment
| Wages expense (z) Earnings(loss) per share |
For the three months ended March 31, |
For the three months ended March 31, |
|
|---|---|---|---|
| 2022 $ 350 |
2021 | ||
| 1,665 | |||
Calculations on earnings(loss) per share of the Group were as follows:
| Basic earnings(loss) per share: Profit(loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares outstanding (in thousands of shares) Earnings(loss) per share Diluted earnings per share: Profit attributable to ordinary shareholders of the Company Bonds discount and issuance costs amortized Total amount Weighted average number of ordinary shares outstanding (in thousands of shares) Effect of convertible bonds (in thousands of shares) Effect of restricted shares for employees (in thousands of shares) Weighted average number of ordinary shares (diluted) (in thousands of shares) Diluted earnings per share |
For the three months ended March 31, |
For the three months ended March 31, |
|
|---|---|---|---|
| 2022 600,353 1,626,601 0.37 $ 600,353 3,373 603,726 1,626,601 143,541 147 1,770,289 $ 0.34 |
2021 | ||
| (532,716) | |||
| 1,506,063 | |||
| (0.35) | |||
(Continued)
36
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(aa) Revenue from contracts with customers
-
(i) Disaggregation of revenue:
| Major products Solar products System Other |
For the three months ended March 31, |
For the three months ended March 31, |
|---|---|---|
| 2022 $ 3,804,379 535,867 342,027 $ 4,682,273 |
2021 | |
| 2,566,587 233,904 204,477 |
||
| 3,004,968 |
(ii) Contract balance
| Notes and accounts receivable Contract assets OEM contract Construction contract Less: allowance for impairment Contract liabilities Sales of products Construction contract Power plant sales contract |
March 31, 2022 $ 2,179,677 $ 95,567 344,758 - $ 440,325 $ 509,265 47,946 - $ 557,211 |
December 31, 2021 2,096,909 105,607 109,580 - 215,187 477,713 28,953 - 506,666 |
March 31, 2021 |
|---|---|---|---|
| 2,566,960 | |||
| - 63,269 - |
|||
| 63,269 | |||
| 575,963 - 35,544 |
|||
| 611,507 |
-
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 March 31, 2022 and 2021 were $204,767 thousand and $167,724 thousand, respectively.
-
3) Contract asset is providing OEM contracts for customers that exchange equivalent consideration rights and recognized construction income which has not yet been requested until the reporting date.
(Continued)
37
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ab) Employee compensation and directors’ remuneration
According to the Articles of Association, once the Group has annual profit, it should appropriate no less than 3% of the profit to its employees and 2% or less to its directors and supervisors as remuneration. However, if the Group has accumulated deficits, the profit should be reserved to offset the deficit.
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 three months ended March 31, 2022 and 2021, the Group did not estimate its employees’, directors’ and supervisors’ remuneration.
-
(ac) Non-operating Income and Expenses
-
(i) Other income
| Lease income Other income |
For the three months ended March 31, 2022 2021 $ 49,049 29,706 64,021 13,973 $ 113,070 43,679 |
For the three months ended March 31, 2022 2021 $ 49,049 29,706 64,021 13,973 $ 113,070 43,679 |
|---|---|---|
| 2021 | ||
| 29,706 13,973 |
||
| 43,679 |
(ii) Other gains and losses
| Gain (loss) on foreign currency exchange Gain on disposal of property, plant and equipment and power facilities business Gain on disposals of investments Impairment loss of non-current assets held for sale Gains (Losses) on financial assets (liabilities) Other |
|
|---|---|
(Continued)
38
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ad) 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, 2021.
(i) Credit risk
- 1) Credit risk exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
- 2) Concentration of credit risk
The Group has a large customer base, and is diversified across different industries and geographical locations, not related to each other, therefore, the concentration of credit risk is not large.
- 3) Credit risk of receivables and debt securities
The Group’s financial assets at amortized cost, accounts receivable and other receivables are all with low risk on the reporting date. Therefore, the Group measures the allowance for impairment based on the 12 months expected credit loss. Please refer to note 6(d), (e) for relevant credit risk information.
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| March 31, 2022 Non-derivative financial liabilities Bank borrowings Short-term notes and bills payable Lease liabilities Non-interest bearing liabilities Derivative financial liabilities (Note) Inflow Outflow |
Contractual cash flows $ 6,424,485 106,600 789,709 2,605,284 (1,059,248) 1,067,769 $ 9,934,599 |
Within 1 year 2,813,786 106,600 71,636 2,605,284 (1,059,248) 1,067,769 5,605,827 |
1-2 years 665,863 - 55,018 - - - 720,881 |
2-3 years 1,906,627 - 54,724 - - - 1,961,351 |
Over 3 years |
|---|---|---|---|---|---|
| 1,038,209 - 608,331 - - - |
|||||
| 1,646,540 |
(Continued)
39
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| December 31, 2021 Non-derivative financial liabilities Bank borrowings Short-term notes and bills payable Lease liabilites Non-interest bearing liabilities Derivative financial liabilites (Note) Inflow Outflow March 31, 2021 Non-derivative financial liabilities Bank borrowing Short-term notes and bills payable Lease liabilities Non-interest bearing liabilities Derivative financial liabilities (Note) Inflow Outflow |
Contractual cash flows $ 6,619,127 221,300 798,978 2,722,927 (1,149,027) 1,141,643 $ 10,354,948 $ 11,984,874 237,700 848,416 2,570,322 (344,069) 339,941 $ 15,637,184 |
Within 1 year 2,625,798 221,300 74,879 2,722,927 (1,149,027) 1,141,643 5,637,520 6,965,222 237,700 69,757 2,570,322 (344,069) 339,941 9,838,873 |
1-2 years 776,875 - 55,952 - - - 832,827 1,844,229 - 69,551 - - - 1,913,780 |
2-3 years 2,193,578 - 53,537 - - - 2,247,115 1,949,031 - 53,110 - - - 2,002,141 |
Over 3 years |
|---|---|---|---|---|---|
| 1,022,876 - 614,610 - - - |
|||||
| 1,637,486 | |||||
| 1,226,392 - 655,998 - - - |
|||||
| 1,882,390 |
Note: The call option sold derives from the loan contract signed by the Group and IMPA (please refer to note 6(p) for more details). This financial liability is recognized at fair value (please refer to note 6(b)), and has been adjusted according to the real interest rate of the contract. The relevant cash flow also reflects the contractual cash flow of the bank loan, therefore it is not 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)
40
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 follow:
| Financial assets Monetary items USD EUR CNY GBP Non-Monetary items MYR Financial liabilities Monetary items USD EUR |
M | arch 31, 2022 | NTD 2,889,600 202,819 1,148 12,467 73,035 1,511,215 131,666 |
De | cember 31, 20 | 21 NTD 2,976,683 149,102 5,704 12,132 67,322 2,107,624 29,896 |
M | arch 31, 2021 |
|---|---|---|---|---|---|---|---|---|
| Foreign currency (in thousands) $ 100,982 6,348 255 332 11,176 52,812 4,121 |
Exchange rate 28.6150 31.9500 4.5000 37.5500 6.5350 28.6150 31.9500 |
Foreign currency (in thousands) 107,578 4,753 1,313 325 10,580 76,170 953 |
Exchange rate 27.6700 31.3700 4.3440 37.3300 6.3630 27.6700 31.3700 |
Foreign currency (in thousands) 158,462 14,142 2,787 705 10,572 171,239 6,703 |
Exchange rate NTD 28.5050 4,516,959 33.3700 471,919 4.3350 12,082 39.1400 27,594 6.5585 69,340 28.5050 4,881,168 33.3700 223,679 |
The Group’s exposure to currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, and accounts and other payables that are denominated in foreign currency. The weakening or strengthening of 1% on the above-mentioned foreign currency against the New Taiwanese Dollars would have decrease or increase the net profit (loss) before tax for the three months ended March 31, 2022 and 2021 by $14,632 thousand and $1,111 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the two periods.
Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the three months ended March 31, 2022 and 2021, foreign exchange gain (loss) (including realized and unrealized portions), please refer to note 6 (ac).
2) Interest rate risk
Please refer to the notes on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group management’ s assessment of the reasonably possible interest rate change.
(Continued)
41
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 $61 thousand and $1,769 thousand for the three months ended March 31, 2022 and 2021 with all other variable factors remaining constant. This is mainly due to the exposure of the fair value interest rate risk of the Group’s variable interest rate deposit and loans.
In addition, the Group’ s financial assets and liabilities with fixed interest rate are measured at amortized cost. The profit and loss of financial instruments are unaffected by fluctuations in interest rate on the reporting date, therefore, no sensitivity analysis has been disclosed.
3) Other market price risk
The Group’ s exposure to price risk on equity investments mainly arises from the investment of financial assets measured at fair value through other comprehensive income. If the price of the securities fluctuates on the reporting date (the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss), the impact on the consolidated income items are as follows:
| Prices of securities at the reporting date Increasing 5% Decreasing 5% |
For the three months ended March 31, 2022 For the three months ended March 31, 2021 $ 19,961 15,771 $ (19,961) (15,771) |
|---|---|
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)
42
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets at fair value through profit and loss Derivative financial assets Financial assets at fair value through other comprehensive income Listed domestic stocks Non-quoted equity instruments measured at fair value Subtotal Financial assets measured at amortized cost Cash and cash equivalent Accounts receivable (including related parties) Other receivables (including receivables from related parties) Other financial assets Refundable deposits Other non-current assets Financial liabilities at fair value through profit and loss Derivative financial liabilities Financial liabilities measured at amortized cost Bonds payable Long-term and short-term borrowings Short-term bills payable Accounts payable (including related parties) Lease liabilities Preference share liabilities Other financial liabilities |
March 31, 2022 | March 31, 2022 | March 31, 2022 | ||
|---|---|---|---|---|---|
| Book value $ 168,548 $ 399,222 150,387 $ 549,609 $ 4,755,545 2,179,677 549,742 797,367 674,291 411,853 $ 9,368,475 $ 62,060 $ 2,956,667 5,813,950 106,579 1,178,711 610,364 14,424 1,426,573 $ 12,107,268 |
Fair Value | ||||
| Level 1 - 188,452 - 188,452 - |
Level 2 934 210,770 - 210,770 9,455 |
Level 3 167,614 - 150,387 150,387 52,605 |
Total 168,548 |
||
| 399,222 150,387 |
|||||
| 549,609 | |||||
| 62,060 | |||||
(Continued)
43
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 related parties) Other receivables (including related parties) Financial assets measured at amortized cost Other financial assets Refundable deposits Financial liabilities at fair value through profit and loss Derivative financial liabilities Financial liabilities measured at amortized cost Bonds payable Long-term and short-term borrowings Short-term bills payable Accounts payable (including related parties) Lease liabilities Preference share liabilities Other financial liabilities |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 171,351 $ 389,616 55,887 $ 445,503 $ 5,254,173 2,096,909 570,917 924,036 654,938 453,208 $ 9,954,181 $ 51,821 $ 2,952,450 6,010,634 221,253 1,355,764 619,119 16,500 1,367,163 $ 12,542,883 |
Fair Value | ||||
| Level 1 - 167,366 - 167,366 - |
Level 2 7,384 222,250 - 222,250 - |
Level 3 163,967 - 55,887 55,887 51,821 |
Total 171,351 |
||
| 389,616 55,887 |
|||||
| 445,503 | |||||
| 51,821 | |||||
(Continued)
44
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 bills payable Accounts payable (including accounts receivables from related parties) Lease liabilities Preference share liabilities Other financial liabilities |
March 31, 2021 | March 31, 2021 | March 31, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 185,315 $ 315,415 62,991 $ 378,406 $ 4,903,644 2,566,960 716,417 142,525 914,458 739,542 $ 9,983,546 $ 87,837 $ 11,297,505 237,595 1,315,394 655,720 25,771 1,254,929 $ 14,786,914 |
Fair Value | ||||
| Level 1 - 166,805 - 166,805 - |
Level 2 4,921 148,610 - 148,610 793 |
Level 3 180,394 - 62,991 62,991 87,044 |
Total 185,315 |
||
| 315,415 62,991 |
|||||
| 378,406 | |||||
| 87,837 | |||||
(Continued)
45
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.
-
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.
(Continued)
46
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 three months ended March 31, 2022 and 2021 are as follows:
| Opening balance Additions Total gains and losses recognized in profit and loss Effect of exchange rate changes Ending balance |
Derivative instrument - Net of fair value measured through profit and loss |
Derivative instrument - Net of fair value measured through profit and loss |
Non quoted equity instrument - fair value through other comprehensive income |
Non quoted equity instrument - fair value through other comprehensive income |
|
|---|---|---|---|---|---|
| 2022 $ 112,146 - (734) 3,597 $ 115,009 |
2021 | 2022 55,887 94,500 - - 150,387 |
2021 | ||
| 82,317 - 9,778 1,255 |
62,991 - - - |
||||
| 93,350 | 62,991 |
As of March 31, 2022 and 2021, the total gains and losses were included in “other gains and losses” and “unrealized gains and losses of financial assets at fair value through other comprehensive income”. The relevant assets were as follows:
| Total gains and losses recognized: In gains and losses, and presented in “other gains and losses” |
For the three months ended March 31, 2022 2021 $ (734) 9,778 |
For the three months ended March 31, 2022 2021 $ (734) 9,778 |
|---|---|---|
| 2022 $ (734) |
||
| 9,778 |
- e) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group’s financial instruments that use Level 3 inputs to measure fair value include “financial assets measured at fair value through profit or loss – derivative instruments” and “ fair value through other comprehensive income – equity investments”.
(Continued)
47
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Most of the fair value classified as Level 3 are singular significant unobservable input value, except for equity investments without an active market, which has multiple significant unobservable input data. The significant unobservable input values of equity instruments without an active market are independent of each other, thus there are no correlation between them.
Quantified information of significant unobservable inputs was as follow:
| Item Financial assets measured at fair value through profit and loss - derivatives instruments (long call options and short call options) |
Valuation technique Option pricing model |
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurements ‧Stock price volatility (22%~32% for March 31, 2022 and December 31, 2021, 25%~33% for March 31, 2021, 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 |
|---|---|---|
- f) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
| Financial assets measured at fair value through profit and loss - derivatives instruments (long call options) Financial assets measured at fair value through profit and loss - derivatives instruments (short call options) |
Input value 22%~32% 22%~32% 22%~30% 22%~30% |
Increase(+) or decrease(-) |
The effect of fair value fluctuations in profit and loss Favorable Unfavorable - - - - - (12,077) 11,368 - |
|---|---|---|---|
| +0.5% -0.5% +0.5% -0.5% |
The favorable and unfavorable effects represent the changes in fair value, which is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
(ae) 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, 2021.
(Continued)
48
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(af) Capital management
Management believes that 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, 2021. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2021.
(ag) Investing and financing activities not affecting current cash flow
The Group’s investing and financing activities which did not affect the current cash flow in the three months ended March 31, 2022 and 2021, 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 Short-term bills payable Lease liabilities Preference share liabilities Bonds payable Total liabilities from financing activities Long-term borrowings Short-term borrowings Short-term bills payable Lease liabilities Preference share liabilities Total liabilities from financing activities |
January 1, 2022 $ 5,960,245 50,389 221,253 619,119 16,500 2,952,450 $ 9,819,956 January 1, 2021 $ 10,482,412 2,320,002 174,810 655,934 28,282 $ 13,661,440 |
Cash flows (491,942) 257,226 (114,700) (22,723) (4,335) - (376,474) Cash flows (546,201) (80,944) 62,800 (12,380) (4,387) (581,112) |
Foreign exchange movements and others 38,032 - 26 13,968 2,259 4,217 58,502 Foreign exchange movements and others (901,132) 23,368 (15) 12,166 1,876 (863,737) |
March 31, 2022 |
|---|---|---|---|---|
| 5,506,335 307,615 106,579 610,364 14,424 2,956,667 |
||||
| 9,501,984 | ||||
| March 31, 2021 |
||||
| 9,035,079 2,262,426 237,595 655,720 25,771 |
||||
| 12,216,591 |
(Continued)
49
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 of related party | Relationship with the Group |
|---|---|
| Phanes Holding Inc. | Other related party |
| Oryx Solar System Solutions LLC | Other related party |
| ThinTech Materials Technology Co., Ltd. | Other related party |
| DS Energy Technology Co., Ltd. | Associate |
| Solarbright energy Co., Ltd. (“Solarbright”) | Associate |
| Apex Solar Corporation (“Apex”) | Associate (Note 1) |
| Clean Focus Yield Limited (“CFY”) | Other related party |
| Clean Focus Corporation(“CFC”) | Other related party |
| Verde Solar Inc. | Other related party |
| V5 Technologies Co., Ltd. | Associate |
| Gintung energy Corporation | Associate |
| CF MN DevCo One LLC | Joint venture |
| CF MN DevCo Two LLC | Joint venture |
| NSP ET CAP MN HOLDINGS LLC | Joint venture |
Note 1: A former subsidiary of the Group, wherein the Company disposed all of Apex’s shares to Solarbright during the second quarter of 2021, hence Apex was listed as an associate.
-
(b) Significant transactions with related parties
-
(i) Sales, accounts receivable and contract assets
Details of sales by the Group to related parties were as follows:
| Associates | For the three months ended March 31 2022 2021 |
For the three months ended March 31 2022 2021 |
|
|---|---|---|---|
| 2022 $ 51,816 |
2022 | ||
| 18,566 |
(Continued)
50
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The terms of sale between the Group and related parties are negotiated by both parties based on the market conditions of the relevant products. The details of the accounts receivable and contract assets from the above transactions were as follows:
| Associates Apex Others Other related parties CFC Verde Solar Inc. Less: Impairment allowance |
March 31, 2022 Accounts Receivable Contract Assets $ 3,560 3,850 - - 131,098 - 79,164 - - - $ 213,822 3,850 |
December 31, 2021 Accounts Receivable Contract Assets 8,431 31,821 13,665 - 126,769 - 76,549 - (25) - 225,389 31,821 |
March 31, 2021 Accounts Receivable Contract Assets - - 554 - 130,594 - 78,859 - (1) - 210,006 - |
March 31, 2021 Accounts Receivable Contract Assets - - 554 - 130,594 - 78,859 - (1) - 210,006 - |
|---|---|---|---|---|
| Accounts Receivable $ 3,560 - 131,098 79,164 - $ 213,822 |
Accounts Receivable 8,431 13,665 126,769 76,549 (25) 225,389 |
Contract Assets |
||
| - - - - - |
||||
| - |
(ii) Purchases, accounts payable and contract liabilities
Details of purchases by the Group to related parties were as follows:
| Associates | For the three months ended March 31 2022 2021 |
For the three months ended March 31 2022 2021 |
|
|---|---|---|---|
| 2022 $ 3,996 |
2022 | ||
| 3,704 |
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:
| Associates | March 31, 2022 Accounts payable Contract liabilities $ 5,245 33,305 |
December 31, 2021 Accounts payable Contract liabilities - 23,223 |
March 31, 2021 |
|---|---|---|---|
| Accounts payable $ 5,245 |
Accounts payable - |
Accounts payable Contract liabilities - - |
- (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)
51
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Associates Joint ventures Other related parties CFC Less: Impairment allowance Associates Joint ventures |
Other receivables |
|---|---|
(iv) Purchase of property, plant and equipment
| Other related parties | Payables on equipment (classified as other current liabilities) |
Payables on equipment (classified as other current liabilities) |
Payables on equipment (classified as other current liabilities) |
Payables on equipment (classified as other current liabilities) |
|
|---|---|---|---|---|---|
| March 31, 2022 |
December 31, 2021 1,951 |
March 31, 2021 |
|||
| $ 2,017 |
2,010 |
(v) Disposal of investee companies that adopt equity method
The Group invested in 28.67% of CFY’s shares, with the right of redemption. Both parties agreed the Group require CFY to redeem all of its shares with certain conditions. The right has been executed by the Group in 2020, with the execution price of $1,649,963 thousand. In addition, as of March 31, 2022, December 31 and March 31, 2021, the remaining balance on the above disposal amounting to $103,741 thousand, $100,315 thousand and $167,478 thousand, respectively, which has not yet to be collected, accounted for as other receivables from related parties.
(Continued)
52
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Share-based payments Total |
For the three months ended March 31, |
For the three months ended March 31, |
|
|---|---|---|---|
| 2022 $ 14,132 304 76 $ 14,512 |
2021 | ||
| 16,399 357 425 |
|||
| 17,181 |
Please refer to note 6(y) for further explanations related to share-based payments.
(8) Pledged assets:
The carrying amounts of pledged assets were as follows:
| Pledged assets | March 31, 2022 $ 3,644,185 2,544,638 1,184,488 - 1,176,969 - 674,291 32,251 $ 9,256,822 |
December 31, 2021 3,908,489 2,569,975 1,253,441 - 1,345,902 - 654,938 31,342 9,764,087 |
March 31, 2021 |
|---|---|---|---|
| Property, plant and equipment Investment property Non-current assets held for sale Financial assets at fair value through other comprehensive income Restricted bank deposit (accounted for as current assets and other non-current assets) Inventory Refundable deposit Lease receivables (accounted for as other current assets and other non-current assets) |
5,105,608 2,645,985 1,179,935 113,700 881,706 277,432 739,542 32,752 |
||
| 10,976,660 |
(9) Significant contingent liabilities and unrecognized commitments:
(a) Unrecognized contract commitments
(i) Unrecognized contract commitments
| Unused letter of credit (in USD thousand) Unused letter of credit (in EUR thousand) Bank guarantee (Note 13(a)) |
March 31, 2022 $ - $ 629 $ 3,270,034 |
December 31, 2021 6 553 3,239,679 |
March 31, 2021 |
|---|---|---|---|
| - | |||
| 4,745 | |||
| 3,704,898 |
(Continued)
53
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) The Group have obtained orders for power facility construction and contracted the projects out to contractors. The Group entered into construction and materials contract with several contractors, and the unpaid amounts were as follows:
| contractors, and the unpaid amounts were | as follows: | ||
|---|---|---|---|
| Unpaid amount | March 31, 2022 $ 3,636,960 |
December 31, 2021 2,178,470 |
March 31, 2021 |
| 1,192,013 |
-
(iii) The Group agreed to buy back the Class A preference shares issued by GES AC and AC GES on specific dates; please see note 6(r) for more details. In addition, the Group and IMPA agreed to sell all the shares of GES AC and AC GES; please see note 6(p) for more details.
-
(iv) The Group signed an electricity purchase contract with several companies. According to the contract, the Group can sell its own power plant to these companies, who are not allowed to resell electricity without authorization from the Group. The contracts are irrevocable, with contract periods ranging from 20 ~ 31 years.
-
(v) Due to power plant installations, the Group signed non-fixed lease payment agreements with others, please refer to Note 6(s).
-
(vi) The Group entered into separate long-term purchase agreements with several different silicon wafer suppliers. The Group has to make advance payments as guarantee and the suppliers shall meet the supply of materials in accordance with the contract terms. The advance payment may not be used for any other purposes than to deduct the payables arising from the purchase which is decided by both parties according to market price. In addition, the Group will recognize the impairments on the prepaid amounts according to the suppliers’ operations as follows:
| Advance payment Accumulated impairment loss |
March 31, 2022 $ 2,099,769 $ 164,853 |
December 31, 2021 2,100,857 164,853 |
March 31, 2021 |
|---|---|---|---|
| 2,110,395 | |||
| 164,853 |
-
(vii) As of March 31, 2022 and March 31, 2021, the Group issued guarantee for Directorate General of Customs and sales Project, amounting to $873,251 thousand and $1,131,184 thousand, respectively.
-
(b) Contingencies
-
(i) The Group leased its plants to DU then a fire broke out in October 2017, and DU was affected and requested damages from the Group. The two parties reached a settlement in May 2019 that offset the money DU owed to the Group. However, EZ Bank, the mortgagee of DU’ s equipment, had objections to the settlement, and requested the Group to pay damages to DU, claim that the creditor’s rights and debts could not be offset by the Group. The Group assessed that it was against DU that the creditor’s rights of DU and DU’s right to claim damages against the Group are legally offset, so EZ Bank’s request has no basis. In this case, on July 1, 2021, the court judged that the Group should pay EZ Bank $159,335 thousand. The Group has appointed a lawyer to file an appeal on the grounds that the judgment was unreasonably flawed.
(Continued)
54
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) The sales customers FD and FE of the Group, in accordance with their purchase orders that not requesting performance within the time limit and requested to the Group USD$1,345 thousand for performance and damages, and the Group assessed their requests are unfounded, and made lawyers appoint to handle this case.
(10) Losses due to major disasters: 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 March 31, 2022 |
For the three months ended March 31, 2022 |
For the three months ended March 31, 2022 |
For the three months ended March 31, 2021 |
For the three months ended March 31, 2021 |
For the three months ended March 31, 2021 |
|---|---|---|---|---|---|---|
| Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefit expense Salaries Labor and health insurance Pension Others Depreciation expense (Note) Amortization expense |
273,140 24,123 9,884 34,957 234,326 - |
101,082 8,286 2,254 4,225 15,692 645 |
374,222 32,409 12,138 39,182 250,018 645 |
218,757 20,751 8,176 15,377 263,425 463 |
109,012 7,288 4,421 6,937 35,683 2,395 |
327,769 28,039 12,597 22,314 299,108 2,858 |
- Note: Exclude the depreciation expense of investment property $31,336 thousand and $26,011 thousand during the three months ended March 31, 2022 and 2021, respectively.
(13) Other disclosures:
- (a) Information on significant transactions:
The followings were the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the three months ended March 31, 2022:
-
(i) Lending to other parties: None.
-
(ii) Guarantee and Endorsement for other parties: Please see Table 1 attached.
-
(iii) Information regarding securities held at the reporting date (subsidiaries, associates and joint ventures not included): Please see Table 2 attached.
-
(iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Group’s paid-in capital: : None.
(Continued)
55
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Group’s paid-in capital: None.
-
(vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Group’s paid-in capital: None.
-
(vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Group’s paid-in capital: Please see Table 3 attached.
-
(viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital: Please see Table 4 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 5 attached.
-
(b) Information on investees:
The followings are the information on investees for the three months ended March 31, 2022: Please see Table 6 attached.
-
(c) Information on investment in Mainland China: Please see Table 7 attached.
-
(d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| National Development Fund,Executive Yuan | 99,084,679 | % 6.08 |
| Management Committee of Yaohua Glass Corporation Ltd. | 94,573,203 | % 5.80 |
-
Note 1: This Table provides the information of number of ordinary shares and special shares which were delivered through non-physical registration (including treasury shares) owned by major shareholders with ownership of 5% or greater and was calculated by Taiwan Depository & Clearing Corporation using the last business day at the end of the quarter. There might be a difference between the share capital listed on the Group’ s financial statements and the actual number of shares delivered through non-physical registration due to different basis of calculation.
-
Note 2: If the shareholder delivered the shares to the trust, the above information would be revealed by the individual trust account under fiduciary account opened by the trustee. As for the shareholders handled the insider ownership declarations with shareholdings over 10% in accordance with the Securities and Exchange Act, their shareholdings include the shares owned by themselves plus the shares delivered to the trust which they have the right on allocating the trust properties, please refer to the Market Observation Post System website for information about insider ownership declaration.
(Continued)
56
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:
| For the three months ended March 31, 2022 | Solar energy $ 3,816,732 140,746 $ 3,957,478 $ 473,932 Solar energy $ 2,703,238 3,730 $ 2,706,968 $ (37,123) |
System 535,867 - 535,867 273,119 System 233,951 - 233,951 (19,659) |
Others 329,674 - 329,674 5,399 Others 67,779 - 67,779 9,753 |
Reconciliation and elimination |
Total 4,682,273 - 4,682,273 752,450 Total 3,004,968 - 3,004,968 (47,029) |
|---|---|---|---|---|---|
| - (140,746) (140,746) - Reconciliation and elimination |
|||||
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss For the three months ended March 31, 2021 |
|||||
| - (3,730) (3,730) - |
|||||
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss |
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 1
(In Thousands of New Taiwan Dollars)
| No. | Endorser/Guarantor | Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limit on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements(%) |
Maximum amount for guarantees and endorsements |
Endorsement / Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement / Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 0 0 0 1 1 |
The Company The Company The Company GES USA GES USA |
NSP System Yong Liang GES USA MEGASIXTEEN TEV SOLAR ALPHA18 LLC |
(2) (2) (2) (2) (2) |
3,177,501 3,177,501 3,177,501 659,497 659,497 |
500,000 1,810,000 429,225 243,228 287,581 |
500,000 1,810,000 429,225 243,228 287,581 |
106,600 540,401 - 243,228 287,581 |
- - - - - |
3.15 11.39 2.70 36.88 43.61 |
7,943,753 7,943,753 7,943,753 1,318,994 1,318,994 |
Y Y Y Y Y |
N N N N N |
N N N N N |
Note 1: The relation between guarantor and guarantee �
-
(1)Ordinary business relationship.
-
(2)Subsidiary which owned more than 50 percent by the guarantor.
-
(3)An investee owned more than 50 percent in total by both the guarantor and its subsidiary.
-
(4)An investee owned more than 90 percent by the guarantor or its subsidiary.
(5)Fulfillment of contractual obligations by providing mutual endorsements and guarantees for peer or joint builders in order to undertake a construction project.
-
(6)An entity that is guaranteed and endorsed by all capital contributing shareholders in proportion to their shareholding percentages.
-
(7)The companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for per-construction homes pursuant to the Consumer Protection Act for each other.
Note 2: In accordance with the “Rules of Guarantees by the Company,” the ceiling for the total guaranteed amount was 50% of the Company’s net asset value, and the limit on the guaranteed amount for a single party was 20% of the Company’s net asset value. But for business purposes, the limit of the guaranteed amount was the total of the purchases from or sales to the Company within the most recent year.
Note 3: Based on the “Rules of Guarantees by GES USA,” the ceiling for the total guaranteed amount was 200% of GES USA’s net asset value, and the limit of the guaranteed amount for a single party was 100% of GES USA’s net asset value. But for business purposes, the limit on the guaranteed amount was the total of the purchases from or sales to GES USA within the most recent year. GES USA’s net asset value is based on its latest settlement financial statement.
(Continued)
~ 57 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 2
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 2 | (In Thousands of New Taiwan Dollars, Unless Stated Ot | (In Thousands of New Taiwan Dollars, Unless Stated Ot | (In Thousands of New Taiwan Dollars, Unless Stated Ot | (In Thousands of New Taiwan Dollars, Unless Stated Ot | herwise) | |||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name |
Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | 2022.3.31 | Note | |||
| Number of Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||
| The Company | Shares CTCI Corporation ThinTech Materials Technology Co., Ltd. GIGA SOLAR MATERIALS CORPORATION Taiwan Speciality Chemicals Corporation NTNU Innovation Investment Holding Company ASIA GLOBAL VENTURE CAPITAL II CO., LTD SUN APPENNINO CORPORATION FICUS CAPITAL CORPORATION EVERGREEN AVIATION TECHNOLOGIES CORPORATION Convertible preference shares-Phanes Holding Inc. |
- Other related party - - - - - - - Other related party |
Financial assets at fair value through other comprehensive income- current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at fair value through other comprehensive income- non-current Financial assets at amortized cost- non-current |
3,003 7,000 266 2,226 200 531 - - 1,500 24 |
139,189 210,770 49,263 45,699 2,000 8,188 - - 94,500 - |
0.39% 9.52% 0.35% 1.61% 2.00% 10.00% 26.09% 28.07% 0.43% 100% |
139,189 210,770 49,263 45,699 2,000 8,188 - - 94,500 - |
1 |
Note 1: It is a private stock which subject to transfer restrictions in accordance with Article 43-8 of the Securities and Exchange Act.
(Continued)
~ 58 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 3
(In Thousands of New Taiwan Dollars)
| TABLE 3 | (In Th | (In Th | ousands of New Taiwan D | ousands of New Taiwan D | ollars) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer/Seller | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Note | |||||
| Purchase/ Sale |
Amount | % to Total | Payment Terms | Unit Price | Payment Terms |
Ending Balance |
% to Total | ||||
| The Company | Gintech(Tailand) | Grandson company | Purchase | 162,726 | 6% | TT in advance | - | - | (68,519) | (6.55%) | 1 |
Note 1�The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
~ 59 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 4
(In Thousands of New Taiwan Dollars)
| TABLE 4 | (In Th | (In Th | ousands of New T | aiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate (Note1) |
Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|
| Amount | Actions Taken | |||||||
| The Company The Company The Company The Company GES USA DelSolar US TEV II Beryl NSP NEVADA GES UK USD1 NSP BVI |
DelSolar US GES ME NSP NEVADA NSP System Munisol Beryl TEV Solar CFC GES USA GES USA Beryl CFY |
Subsidiary Subsidiary Subsidiary Subsidiary Grandson company Subsidiary Subsidiary Other related party Subsidiary Subsidiary Associate Other relatedparty |
688,949 591,672 504,173 147,942 843,814 720,768 563,004 415,598 386,308 251,996 109,278 103,741 |
- - - - - - - - - - - - |
688,949 591,672 504,173 - - - - - - 251,996 - 103,741 |
Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable accordingto the schedule of signingcontracts |
- - - - - - - - - - - - |
- - - - - - - - - - - - |
Note 1�Receivables arising from the payment of power plant construction payments or procurement transactions don’t apply to turnover rate. Note 2 � The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
~ 60 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 5
(In Thousands of New Taiwan Dollars)
| TABLE 5 | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | |||
|---|---|---|---|---|---|---|---|
| No (Note 1) |
Company Name | Related Party | Relationship(Note 2) | Intercompanytransactions | |||
| Financial Statement Account |
Amount | Trading Terms | Percentage of the consolidated net revenue or total assets |
||||
| 0 0 0 0 0 0 1 2 3 4 5 6 7 |
The Company The Company The Company The Company The Company The Company DeSolar US NSP System GES USA GES USA GES UK USD1 TEV II |
DelSolar US 1 NSP NEVADA 1 GES ME 1 NSP System 1 Gintech(Thailand) 1 Utech 1 Beryl 3 Yong Liang 3 Munisol 3 NSP NEVADA 3 GES USA 3 Beryl 3 TEV Solar 3 |
Other receivable Other receivable Other receivable Other receivable Purchase Purchase Other receivable Sales revenue Other receivable Other expense payable Other receivable Other receivable Other receivable |
688,949 504,173 591,672 147,942 162,726 61,095 720,768 72,378 843,814 386,308 251,996 109,278 563,004 |
Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 |
2% 2% 2% 0% 4% 1% 2% 2% 3% 1% 1% 0% 2% |
Note 1: fill in of numbers:
-
0 represents the parent company.
-
The subsidiaries start with number 1.
Note 2: Relationship with counterparty are represented below:
-
Transactions from parent company to subsidiary.
-
Transactions from subsidiary to parent company.
-
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)
~ 61 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)
FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 6
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 6 | (In Thousands of Ne | (In Thousands of Ne | (In Thousands of Ne | w Taiwan Dollars, Unless Stated | w Taiwan Dollars, Unless Stated | Otherwise) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company |
Investee Company | Location | Main Businesses and Products | Investment Amount | Balance as of March 31, 2022 | Investee recognized | Note | ||||
| March 31, 2022 | December 31, 2021 | Shares (Thousands) |
% of Ownership |
Carrying Value | Net Income (Loss) of the Investee |
Investment Gain (Loss) |
|||||
| The Company UES RES GES UK |
UES DelSolar Cayman NSP BVI GES ME NSP UK NSP System Zhongyang UREE DelSolar Singapore BPS SMC Utech Yong Liang Yong Zhou JRC GES UK TSST V5 Technology Gintung DS Energy Technology Co., Ltd. Dashiangying Shinkai Shanshang Dungshr Yanshan Solarbright RES Gintech Thailand GES USA NSP Germany GES CANADA GES JAPAN |
Independent State of Samoa Cayman Islands British Virgin Islands The United Arab Emirates UK Taiwan Taiwan Taiwan Singapore Taiwan Taiwan Taiwan Taiwan Taiwan Dominican UK Malaysia Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Independent State of Samoa Thailand US Germany Canada Japan |
Investment company Investment company Investment company Solar related business Investment company Solar related business Solar related business Solar related business Investment company Solar related business Solar related business Electronic component manufacturing Solar related business Solar related business Solar related business Investment company Solar related business Electronic component manufacturing and selling Electronic component manufacturing Solar related business Agriculture related business Agriculture related business Solar related business Electronic component Agriculture related business Solar related business Investment company Solar related business Investment company Solar related business Investment company Investment company |
NTD 1,918,131 NTD 4,906,789 NTD 164,294 NTD 418,805 NTD 71,881 NTD 144,200 NTD 24,121 NTD - NTD 29,743 NTD - NTD 9,720 NTD 1,097,064 NTD 249,000 NTD 59,000 NTD 431,397 NTD 2,747,371 NTD 417,692 NTD 114,084 NTD 34,341 NTD 10,500 NTD 100 NTD 100 NTD 20,100 NTD 2,100 NTD - NTD 30,000 USD 64,406 USD 64,155 USD 55,880 EUR 23 USD 12,025 JPY 273,507 |
NTD 1,918,131 NTD 4,906,789 NTD 470,424 NTD 418,805 NTD 71,881 NTD 144,200 NTD 24,121 NTD 25,300 NTD 29,743 NTD 6,000 NTD 9,720 NTD 1,097,064 NTD 249,000 NTD 46,500 NTD 431,397 NTD 2,644,899 NTD 417,692 NTD 114,084 NTD 34,341 NTD 10,500 NTD 100 NTD 100 NTD 20,100 NTD 2,100 NTD 100 NTD 30,000 USD 64,406 USD 64,155 USD 52,180 EUR 23 USD 12,025 JPY 273,507 |
62,188 155,126 7,350 4 1,780 14,420 3,500 - 1,250 - 1,000 28,491 24,900 - 145 89,134 97,701 7,789 13,460 1,050 10 10 2,010 210 - 9,000 62,188 20,920 57,116 23 10,540 276 |
100% 100% 100% 100% 100% 100% 100% - 100% - 100% 99.94% 36.14% 100% 59.69% 100% 42.12% 28.64% 36.38% 18.93% 100% 100% 100% 100% - 30% 100% 100% 100% 90% 100% 100% |
786,628 573,750 109,966 58,714 95,505 72,643 37,689 - 16,593 - 9,896 (1,013,524) 228,803 4,659 216,447 1,130,995 73,038 48,947 - 2,146 7 7 20,047 586 - 91,436 786,627 779,609 659,497 1,030 194,810 18,655 |
16,579 (8,232) (4) (1,800) (85) 16,266 (480) - (23) (536) 11 (25,131) 991 (1,217) - (17,780) 1,742 6,040 27,462 (2,128) - - (3) - - (1,145) 16,579 16,076 (17,441) (20) (88) (215) |
16,094 (8,232) (4) (1,800) (85) 4,064 (480) - (23) (321) 11 (25,094) 358 (1,217) - (17,780) 734 1,215 - (403) - - (3) - - (343) - - - - - - |
Note 9 Note 7 Note 7 Note 1 Note 1 Note 1 Note 1 Note 8 Note 8 Note 6 Note 1 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 |
| (Continued) |
~ 62 ~
| Investor Company | Investee Company | Location | Main Businesses and Products |
Investment Amount | Investment Amount | Balance as of March 31, 2022 | Balance as of March 31, 2022 | Balance as of March 31, 2022 | Investee recognized | Investee recognized | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | Shares (Thousands) |
% of Ownership |
Carrying Value |
Net Income (Loss) of the Investee |
Investment Gain (Loss) |
|||||
| GES USA GES CANADA MEGA TWO ASSET THREE MEGASIXTEEN GES AC TEV II TEV Solar AC GES Solar |
MEGATWO MEGAFIVE MEGASIX MEGAEIGHT MEGATWELVE MEGATHIRTEEN MEGASIXTEEN MEGANINETEEN MEGATWENTY ASSET TWO ASSET THREE SH4 Schenectady SEG KINECT TEV II HEYWOOD 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 |
US US US US US US US US US US US US US US US US US Dominican Mexico US US US US US US US US US US US US US US US US US US |
Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business |
USD 19,594 USD 635 USD 2,627 USD 748 USD 168 USD 2,000 USD 11,981 USD 132 USD 124 USD - USD 2,839 USD 539 USD - USD 800 USD 266 USD 200 USD 1,770 USD 9,842 USD 18,810 USD 153 USD 526 USD 418 USD 637 USD 280 USD 761 USD 569 USD 24,942 USD 13,507 USD 11,454 USD 1,915 USD 8,631 USD 1,275 USD 100 USD 19,674 USD 19,259 USD 9,933 USD 534 |
USD 19,594 USD 635 USD 2,627 USD 748 USD 168 USD 2,000 USD 11,981 USD 132 USD 124 USD - USD 2,839 USD 539 USD - USD 800 USD 266 USD 200 USD 1,770 USD 9,842 USD 18,810 USD 153 USD 526 USD 418 USD 637 USD 280 USD 761 USD 569 USD 24,942 USD 13,507 USD 11,454 USD 1,915 USD 8,631 USD 1,275 USD 100 USD 19,674 USD 19,259 USD 9,933 USD 534 |
19,594 635 2,627 748 168 2,000 11,981 132 124 - 2,839 539 - 800 266 0.2 - 97 353,508 153 526 418 637 280 761 569 0.1 13,507 11,454 1,915 8,631 1,275 0.1 0.1 19,259 9,933 534 |
100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% 100% - 100% 100% 100% 55% 40.31% 100% 100% 100% 100% 100% 100% 100% 100% 67.59% 100% 100% 100% 100% 100% 100% 66.19% 100% 100% 100% |
71,596 13,486 8,177 4,244 164 55,767 276,859 (2,390) 2,318 (329) 16,102 8,690 (20,592) 11,634 9,563 (122,846) 43,127 234,472 401,510 (1,208) 12,539 13,642 16,110 1,992 13,683 10,406 713,061 362,278 307,582 52,457 232,638 34,579 2,604 562,856 543,800 282,349 15,105 |
(1,624) (727) (1,167) (80) (142) 376 (3,505) 69 139 - (919) (69) (55) 41 (84) (2,125) (975) - (1,624) 56 145 182 141 (97) 192 220 (5,600) (2,186) (1,709) (255) (1,223) (175) (29) (2,867) (2,034) (743) (38) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 3,5 Note 5 Note 5 Note 3,5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 Note 4,5 |
| (Continued) |
~ 63 ~
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance as of March 31, 2022 | Balance as of March 31, 2022 | Balance as of March 31, 2022 | Investee recognized | Investee recognized | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | Shares (Thousands) |
% of Ownership |
Carrying Value |
Net Income (Loss) of the Investee |
Investment Gain (Loss) |
|||||
| NSP BVI DelSolar Cayman NSP UK Utech Jiangung NSP System UREE DelSolar HK DelSolar US DelSolar Development USD1 |
NSP HK DelSolar HK DelSolar US NSP NEVADA URE NSP NSP Indygen Jiangung Yong Liang Hsin Jin Optoelectronics Hsin Jin Solar Energy Si Two Lianzhang Lianxi Liancheng UAE DelSolar Wu Jiang DelSolar Development CFR USD1 JV2 Beryl DSS-USF PHX LLC DSS-RAL LLC DevCo One DevCo Two |
Hong Kong Hong Kong US US US UK Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan China US US US US US US US US US |
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 Agriculture related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business Solar related business |
USD - USD 125,200 USD 24,800 USD 5,125 USD 500 GBP - NTD 440,100 NTD 440,000 NTD 10,647 NTD 13,981 NTD 20,000 NTD 100 NTD 100 NTD - NTD - USD 120,000 USD 2,200 USD 14,370 USD 3,582 USD 830 USD - USD 370 USD 835 USD 444 USD 444 |
USD - USD 125,200 USD 24,800 USD 5,125 USD 500 GBP - NTD 440,100 NTD 440,000 NTD 10,647 NTD 13,981 NTD 20,000 NTD 100 NTD 100 NTD 100 NTD 100 USD 120,000 USD 2,200 USD 14,370 USD 3,582 USD 830 USD - USD 370 USD 835 USD 444 USD 444 |
- 125,200 3 5,125 500 - 44,010 44,000 - - 2,000 10 10 - - - - 14,370 - - - - - - - |
100% 100% 100% 100% 100% 100% 100% 63.86% 80% 60% 100% 100% 100% - - 100% 100% 100% 100% 67% 100% 100% 100% 40% 40% |
- 218,191 302,298 38,675 14,651 48,005 460,270 449,591 11,851 15,959 15,242 (46) (12,405) - - 205,839 19,099 (73,182) 187,583 - 115,362 9,351 8,156 1,721 1,721 |
- (1,493) (5,388) (1,167) (36) (48) 553 991 (226) (400) 115 (6) (3) - - (1,478) (229) - - - (5,005) (159) (69) - - |
- - - - - - - - - - - - - - - - - - - - - - - - - |
Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5,6 Note 5,7 Note 5 Note 5 Note 5,8 Note 5 Note 1,2,5 Note 5 Note 5 Note 5 Note 1,5 Note1,5 |
Note 1 � It is an investment accounted for using equity method and is an affiliated enterprise or a joint venture. Except for these entities, the remaining entities are all subsidiaries of the consolidated entity.The aforementioned inter-company transactions have been eliminated in the consolidated financial statements. Note 2�Although the Group holds more than half of JV2’s equity, according to the joint venture contract, all major management decisions of JV2 must be agreed by all directors. Therefore, the Group assess no control over JV2. Note 3�The Group’s structured entities.
Note 4�According to the loan contract between the Group and IMPA, the Group cannot transfer the equity of the companies before the specified date. Please refer to note6(p) for details. Note 5�The investor disclosed the profits and losses of the investment, which include the profits and losses of the investee; therefore, no disclosure is needed from the Company. Note 6 � As of March 31, 2022, the company had liquidated and dissolved.
Note 7�As of March 31, 2022, the Group disposed of all the equity shares.
Note 8�As of March 31, 2022, the company is in the process of liquidation and dissolution.
Note 9 � The company processed capital reduction and refunded 306,103 thousand (USD 11,000 thousand) in the first quarter of 2022.
~ 64 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED March 31, 2022
TABLE 7
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 7 | ( | In Thousands of | New Taiwa | n Dollars, Unless | Stated Otherwise) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee Company | Main Businesses and Products |
Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2022 |
Investment flows | Accumulated Outward Remittance for Investment from Taiwan as of March 31, 2022 |
Net Income (Loss) of the Investee (Note 2) |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of March 31, 2022 |
Accumulated Repatriation of Investment Income as of March 31, 2022 |
|
| Outflow | Inflow | |||||||||||
| DelSolar Wu Jiang | Solar related business |
USD 120,000 $ 3,433,800 |
Note 1 | USD 120,000 $ 3,433,800 |
- | - | USD 120,000 $ 3,433,800 |
(1,478) | 100% | (1,478) | 205,839 | - |
| NSP Nanchang | Solar related business |
USD 0 $ - |
Note 4 | USD 5,000 $ 143,075 |
- | - | USD 5,000 $ 143,075 |
- | - | - | - | - |
| Accumulated Outward Remittance for Investments in Mainland China as of March 31, 2022 (US$ in Thousands) Investment Amount Authorized by the Investment Commission, MOEA (US$ in Thousands) Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA USD 143,450 USD 149,618 9,532,503 4,104,822 4,281,319 |
||||||||||||
| Accumulated Outward Remittance for Investments in Mainland China as of March 31, 2022 (US$ in Thousands) |
Investment Amount Authorized by the Investment Commission, MOEA (US$ in Thousands) |
Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA |
||||||||||
| USD 143,450 4,104,822 |
USD 149,618 4,281,319 |
9,532,503 |
Note 1�Investments Mainland China through a third region.
Note 2�Subsidiaries mentioned above were recognized on the basis of unaudited financial statements as March 31, 2022. Note 3 � The aforementioned inter-company transactions have been eliminated in the consolidated financial statements. Note 4 � The exchange rate used is the rate on March 31, 2022.
~ 65 ~