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URE — Interim / Quarterly Report 2022
Dec 30, 2022
52346_rns_2022-12-30_691546ca-4668-4578-9f19-0f1d4674305c.pdf
Interim / Quarterly Report
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Stock Code:3576
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Review Report For the Nine Months Ended September 30, 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.
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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 |
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| 1 2 3 4 5 6 7 8 8 8~9 9~14 14 14~50 50~53 53 54~55 55 55 55~56 56 59~64 56, 65~67 57, 68 57 57~58 |
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web home.kpmg/tw
Independent Auditors’ 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 September 30, 2022 and 2021, and the related consolidated statements of comprehensive income for the three months and nine months ended September 30, 2022 and 2021, as well as the changes in equity and cash flows for the nine months ended September 30, 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 $4,707,048 thousand and $6,235,830 thousand, constituting 15% and 20% of consolidated total assets as of September 30, 2022 and 2021; total liabilities amounting to $2,831,468 thousand and $3,899,446 thousand, constituting 19% and 23% of consolidated total liabilities as of September 30, 2022 and 2021; total comprehensive income (loss) amounting to $(39,667) thousand, $(10,537) thousand, $96,499 thousand and $(123,616) thousand, constituting (11)%, 16%, 8% and 14% of consolidated total comprehensive income (loss) for the three months and nine months ended September 30, 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 $223,224 thousand and $225,462 thousand as of September 30, 2022 and 2021, and its shares of profit (loss) of associates accounted for using the equity method amounting to $2,649 thousand, $8,317 thousand, $7,085 thousand and $(4,303) thousand for the three months and nine months ended September 30, 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.
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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 September 30, 2022 and 2021, and of its consolidated financial performance for the three months and nine months ended September 30, 2022 and 2021, and its consolidated cash flows for the nine months ended September 30, 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) November 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.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards as of September 30, 2022 and 2021
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2022, December 31, 2021, and September 30, 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 (note 9) 1460 Non-current assets held for sale (notes (g) and 8) 1476 Other financial assets (note 8) 1479 Other current assets Total current assets Non-current assets: 1510 Financial assets at fair value through profit or loss - non-current (notes 6(b), (q) and (r)) 1517 Financial assets at fair value through other comprehensive income - non-current (notes 6(c), 7 and 8) 1535 Financial assets at amortized cost - non-current (note 6(d)) 1550 Investments accounted for using the equity method (note 6(h)) 1600 Property, plant and equipment (notes 6(j), 7 and 8) 1755 Right-of-use assets (note 6(k)) 1760 Investment property, net (notes 6(l) and 8) 1780 Intangible assets (note 6(m)) 1840 Deferred tax assets 1915 Prepayments - non-current (note 9) 1920 Refundable deposits (note 8) 1942 Other receivables from related parties - non-current (note 7) 1990 Other non-current assets (note 8) Total non-current assets Total assets |
September 30, 2022 Amount % $ 3,699,076 11 76,861 - 166,628 1 396,376 1 2,669,194 8 156,126 - 170,741 1 321,372 1 3,753,456 12 2,160,843 7 538,586 2 624,594 2 437,522 1 15,171,375 47 104,217 - 505,268 2 - - 223,224 1 9,875,691 31 448,968 1 2,753,419 8 3,677 - 629,306 2 2,090,509 7 140,787 - 24,408 - 425,978 1 17,225,452 53 $ 32,396,827 100 |
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 |
September 30, 2021 Amount % 4,614,037 15 3,897 - 107,658 - 149,481 - 2,241,824 7 251,659 1 224,094 1 439,579 1 3,772,796 12 1,055,909 3 1,419,711 4 800,813 3 234,169 1 15,315,627 48 170,427 1 408,986 1 139,300 - 225,462 1 8,058,872 25 442,078 1 2,875,369 9 5,444 - 633,962 2 2,085,276 7 738,081 2 21,401 - 562,431 3 16,367,089 52 31,682,716 100 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 (notes 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 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 profit or loss 3400 Other equity 3500 Treasury shares Total equity attributable to owners of parent 36XX Non-controlling interests Total equity Total liabilities and equity |
September 30, 2022 | December 31, 2021 | September 30, 2021 Amount % 3,225,255 10 465,853 1 - - 635,046 2 1,719,894 6 1,000,721 3 32,464 - 3,169,843 10 1,736,756 6 11,985,832 38 66,700 - - - 3,914,194 12 1,211,755 4 5,813 - 321,825 1 5,520,287 17 17,506,119 55 15,079,003 48 1,348 - (1,021,476) (3) (590,435) (2) (18,699) - 13,449,741 43 726,856 2 14,176,597 45 31,682,716 100 |
||
|---|---|---|---|---|---|---|---|---|
| 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.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the three months and nine months ended September 30, 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 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 losses (reversal of impairment losses) on trade receivable Total operating expense Income (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), (j) and (ac)) 7050 Finance costs (notes 6(q) and (s)) 7060 Share of gain (loss) of associates and joint ventures accounted for using equity method (note 6(h)) 7100 Interest income Income (loss) before income tax 7950 Less: income tax expense (benefit) (note 6(w)) 8200 Net income (loss) 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss: 8316 Unrealized gain (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 Total comprehensive income (loss) Net income (loss) attributable to: Shareholders of the parent Non-controlling interests Total comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests Earnings (loss) per share 9750 Basic earnings (loss) per share (NT dollars) (note 6(z)) 9850 Diluted earnings per share (NT dollars) (note 6(z)) |
For the three months ended September 30 2022 2021 Amount % Amount % $ 4,746,401 100 3,503,823 100 4,273,718 90 3,289,099 94 472,683 10 214,724 6 172,003 4 93,040 3 200,342 4 187,447 5 16,094 - 23,900 1 83,689 2 (27,615) (1) 472,128 10 276,772 8 555 - (62,048) (2) 96,506 2 80,543 2 154,112 3 (15,459) - (68,535) (1) (114,108) (3) 2,649 - 8,317 - 2,463 - 966 - 187,195 4 (39,741) (1) 187,750 4 (101,789) (3) 161 - (3,169) - 187,589 4 (98,620) (3) 42,135 1 126,526 4 124,221 3 (93,304) (3) 166,356 4 33,222 1 $ 353,945 8 (65,398) (2) $ 192,918 4 (90,749) (3) (5,329) - (7,871) - $ 187,589 4 (98,620) (3) $ 312,095 7 (56,983) (2) 41,850 1 (8,415) - $ 353,945 8 (65,398) (2) $ 0.12 (0.06) $ 0.11 |
For the nine months ended September 30 2022 2021 Amount % Amount % 13,331,294 100 10,178,474 100 11,700,582 88 9,741,056 96 1,630,712 12 437,418 4 344,387 2 328,738 3 518,563 4 634,696 6 51,174 - 74,631 1 92,963 1 47,526 - 1,007,087 7 1,085,591 10 623,625 5 (648,173) (6) 283,510 2 207,636 2 221,220 2 (128,220) (1) (200,093) (2) (312,527) (3) 7,085 - (4,303) - 5,514 - 3,630 - 317,236 2 (233,784) (2) 940,861 7 (881,957) (8) 6,680 - 729 - 934,181 7 (882,686) (8) (7,485) - 125,156 1 355,532 3 (97,952) (1) 348,047 3 27,204 - 1,282,228 10 (855,482) (8) 967,305 7 (848,252) (8) (33,124) - (34,434) - 934,181 7 (882,686) (8) 1,219,958 10 (815,244) (8) 62,270 - (40,238) - 1,282,228 10 (855,482) (8) 0.59 (0.56) 0.55 |
|---|---|---|
| 2022 Amount % $ 4,746,401 100 4,273,718 90 472,683 10 172,003 4 200,342 4 16,094 - 83,689 2 472,128 10 555 - 96,506 2 154,112 3 (68,535) (1) 2,649 - 2,463 - 187,195 4 187,750 4 161 - 187,589 4 42,135 1 124,221 3 166,356 4 $ 353,945 8 $ 192,918 4 (5,329) - $ 187,589 4 $ 312,095 7 41,850 1 $ 353,945 8 $ 0.12 $ 0.11 |
2022 Amount % 13,331,294 100 11,700,582 88 1,630,712 12 344,387 2 518,563 4 51,174 - 92,963 1 1,007,087 7 623,625 5 283,510 2 221,220 2 (200,093) (2) 7,085 - 5,514 - 317,236 2 940,861 7 6,680 - 934,181 7 (7,485) - 355,532 3 348,047 3 1,282,228 10 967,305 7 (33,124) - 934,181 7 1,219,958 10 62,270 - 1,282,228 10 0.59 0.55 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2021 Net loss for the nine months ended September 30, 2021 Other comprehensive income (loss) for the nine months ended September 30, 2021 Total comprehensive income (loss) for the nine months ended September 30, 2021 Offset of deficit against capital surplus Capital reduction to offset accumulated deficits Difference between consideration and carrying amount of subsidiaries acquired or disposed Non-controlling interests Difference between the price that has not been increased in proportion to shareholding and net value Compensation cost and cancellation of restricted shares for employees Disposal of investment in equity instruments designated at fair value through other comprehensive income Balance at September 30, 2021 Balance at January 1, 2022 Net Income for the nine months ended September 30, 2022 Other comprehensive income (loss) for the nine months ended September 30, 2022 Total comprehensive income (loss) for the nine months ended September 30, 2022 Offset of deficit against capital surplus Non-controlling interests Difference between the price that has not been increased in proportion to shareholding and net value Compensation cost and cancellation of restricted shares for employees Balance at September 30, 2022 |
Attributable to ow | Attributable to ow | ners of parent | Total equity attributable to owners of parent 14,256,932 (848,252) 33,008 (815,244) - - (12) - 2,970 5,095 - 13,449,741 15,130,600 967,305 252,653 1,219,958 - - 1,195 652 16,352,405 |
Non- controlling interest 767,182 (34,434) (5,804) (40,238) - - 12 (449) 349 - - 726,856 701,780 (33,124) 95,394 62,270 - (7,835) 40 - 756,255 |
Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus 7,877 - - - (9,887) - (12) - 3,291 79 - 1,348 999,749 - - - (822,510) - 1,195 20 178,454 |
Accumulated profit or loss (11,581,063) (848,252) - (848,252) 9,887 11,571,175 - - (321) - (172,902) (1,021,476) (1,461,427) 967,305 - 967,305 822,510 - - - 328,388 |
Other equity | Unearned employees benefits (7,416) - - - - - - - - 5,701 - (1,715) (867) - - - - - - 867 - |
Treasury shares (18,699) - - - - - - - - - - (18,699) (18,699) - - - - - - - (18,699) |
|||||
| Ordinary shares $ 26,650,863 - - - - (11,571,175) - - - (685) - $ 15,079,003 $ 16,278,140 - - - - - - (235) $ 16,277,905 |
Exchange differences on translation of foreign financial statements (669,674) - (92,148) (92,148) - - - - - - - (761,822) (775,360) - 260,138 260,138 - - - - (515,222) |
Unrealized gains (loss) on financial assets at fair value through other comprehensive income (124,956) - 125,156 125,156 - - - - - - 172,902 173,102 109,064 - (7,485) (7,485) - - - - 101,579 |
||||||||
| 15,024,114 | ||||||||||
| (882,686) 27,204 |
||||||||||
| (855,482) | ||||||||||
| - - - (449) 3,319 5,095 - |
||||||||||
| 14,176,597 | ||||||||||
| 15,832,380 | ||||||||||
| 934,181 348,047 |
||||||||||
| 1,282,228 | ||||||||||
| - (7,835) 1,235 652 |
||||||||||
| 17,108,660 |
See accompanying notes to consolidated financial statements.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| For the nine months ended | For the nine months ended | For the nine months ended | September 30 | |
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash flows from operating activities: | ||||
| Profit (loss) before income tax | $ | 940,861 | (881,957) | |
| Adjustments: | ||||
| Adjustments to reconcile profit (loss): | ||||
| Depreciation expense | 889,577 | 904,732 | ||
| Amortization expense | 1,846 | 4,182 | ||
| Expected credit loss | 92,963 | 47,526 | ||
| Net loss (gain) on financial assets or liabilities at fair value through profit or loss | 5,877 | (28,869) | ||
| Finance cost | 137,979 | 255,686 | ||
| Interest income | (5,514) | (3,630) | ||
| Dividends income | (16,088) | (14,178) | ||
| Compensation cost of restricted shares for employees | 652 | 5,095 | ||
| Share of (loss) profit of associates and joint ventures accounted for using the equity method | (7,085) | 4,303 | ||
| Gain on disposal of property, plant and equipment and power facilities business held for sale | (33,529) | (94) | ||
| Loss on disposal of investment properties | 648 | 86,004 | ||
| Reversal of provisions | (25,038) | (102,964) | ||
| Others | (141,743) | (158,130) | ||
| Total adjustments to reconcile profit (loss) | 900,545 | 999,663 | ||
| Changes in operating assets and liabilities: | ||||
| Contract assets - current | (183,101) | 25,560 | ||
| Notes and accounts receivable | (832,634) | (264,880) | ||
| Accounts receivable from related parties | 70,738 | (39,839) | ||
| Other receivables | 5,376 | 1,893 | ||
| Other receivables from related parties | - | 40,954 | ||
| Inventory | (1,250,026) | 522,900 | ||
| Prepayments (including non-current) | (1,040,373) | (347,355) | ||
| Other current assets | (111,211) | 10,633 | ||
| Contract liabilities - current | 64,152 | 286,136 | ||
| Notes and accounts payable (including related parties) | 32,898 | 367,026 | ||
| Provisions | 19,604 | 10,694 | ||
| Other current liabilities | 143,474 | 155,156 | ||
| Total changes in operating assets and liabilities | (3,081,103) | 768,878 | ||
| Cash flows (used in) generated from operations | (1,239,697) | 886,584 | ||
| Income taxes received (paid) | 4,824 | (9,272) | ||
| Net cash flows (used in) generated from operating activities | (1,234,873) | 877,312 | ||
| Cash flows from investing activities: | ||||
| Acquisition of financial assets at fair value through other comprehensive income | (213,770) | (27,098) | ||
| Acquisition of investments accounted for using the equity method | (4,000) | (60,000) | ||
| Proceeds from disposal of associates | 2,469 | 341,827 | ||
| Proceeds from disposal of subsidiaries | 386,976 | 465,895 | ||
| Acquisition of property, plant and equipment | (1,968,286) | (271,953) | ||
| Proceeds from disposal of property, plant and equipment and power facilities business held for sale | 33,921 | 413 | ||
| Decrease (increase) in refundable deposits | 514,143 | (16,789) | ||
| Acquisition of intangible assets | (720) | (3,890) | ||
| Decrease (increase) in other financial assets | 332,390 | (102,489) | ||
| Increase in other non-current assets | (133,403) | (105,067) | ||
| Interest received | 6,856 | 5,458 | ||
| Dividends received | 17,689 | 14,924 | ||
| Net cash flows (used in) generated from investing activities | (1,025,735) | 241,231 | ||
| Cash flows from financing activities: | ||||
| Increase in short-term loans | 1,628,306 | 924,690 | ||
| (Decrease) increase in short-term bills payable | (221,300) | 291,100 | ||
| Proceeds from long-term borrowings | 122,201 | 4,913,736 | ||
| Repayments of long-term borrowings | (648,707) | (7,231,587) | ||
| Repayments of preference share liabilities | (13,117) | (12,704) | ||
| Payment of lease liabilities | (60,012) | (48,832) | ||
| Interest paid | (137,221) | (258,525) | ||
| Others | 5,359 | 2,567 | ||
| Net cash generated from (used in) financing activities | 675,509 | (1,419,555) | ||
| Effect of exchange rate changes | 30,002 | (39,609) | ||
| Net decrease in cash and cash equivalents | (1,555,097) | (340,621) | ||
| Cash and cash equivalents at beginning of period | 5,254,173 | 4,954,658 | ||
| Cash and cash equivalents at end of period | $ | 3,699,076 | 4,614,037 |
See accompanying notes to consolidated financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
September 30, 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 November 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”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its consolidated financial statements:
-
●Amendments to IAS 1 “Disclosure of Accounting Policies”
-
●Amendments to IAS 8 “Definition of Accounting Estimates”
-
●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(Continued)
9
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the 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” |
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 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”
-
●IFRS16 “Requirements for Sale and Leaseback Transactions”
(4) Summary of significant accounting policies
- (a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect by FSC, and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.
Except the following accounting policies mentioned below, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2021. For related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2021.
(Continued)
10
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Basis of consolidation
(i) List of subsidiaries in the consolidated financial statements:
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 September 30, 2021 Note |
|
|---|---|---|---|---|
| September 30, 2022 |
||||
| The Company GES UK |
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”) 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 |
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 Investment company Investment company Solar related business Solar related business Solar related business Investment company Solar related business |
% - % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % 99.99 % 100.00 % 100.00 % - % 100.00 % - % 25.70 % 100.00 % 100.00 % - % - % - % 100.00 % - % 100.00 % - % 100.00 % - % - % - % - % 100.00 % 90.00 |
% - % - 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 % 99.94 7 % 100.00 % 100.00 % 100.00 % 100.00 % - % - 4 % 100.00 % 100.00 % 100.00 % 100.00 2 % 36.14 % 36.14 7 % 100.00 % 100.00 % 100.00 % 100.00 % 59.69 % 59.69 2 % 100.00 % 100.00 5 % 100.00 % 100.00 5 % 100.00 % 100.00 % - % - 4 % 100.00 % 100.00 % 100.00 % 100.00 5 % 100.00 % 100.00 % 100.00 % 100.00 5 % - % - 4 % - % - 4 % - % - 4 % 100.00 % 100.00 % 90.00 % 90.00 |
(Continued)
11
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 September 30, 2021 Note |
|
|---|---|---|---|---|
| September 30, 2022 |
||||
| GES USA NSP NEVADA GES CANADA MEGATWO ASSET THREE |
MEGATWO, LLC (“MEGATWO”) GES MEGAFIVE, LLC (“MEGAFIVE”) GES MEGASIX, LLC (“MEGASIX”) GES MEGAEIGHT, LLC (“MEGAEIGHT”) GES MEGATWELVE, LLC(“MEGATWELVE”) GES MEGATHIRTEEN, LLC(“MEGATHIRTEEN”) GES MEGASIXTEEN, LLC(“MEGASIXTEEN”) GES MEGANINETEEN, LLC(“MEGANINETEEN”) GES MEGATWENTY, LLC(“MEGATWENTY”) GES ASSET TWO, LLC(“ASSET TWO”) GES ASSET THREE LLC(“ASSET THREE”) SH4 SOLAR LLC(“SH4”) 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”) 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”) |
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 Solar related business Solar related business |
% 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % - % - % - % 100.00 % 100.00 % - % 100.00 % 55.00 % - % - % - % - % 45.00 % - % - % 100.00 % 100.00 % 100.00 % - % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
% 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 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 % - % - 4 % 100.00 % 100.00 % 55.00 % 55.00 % - % - 4 % - % - 4 % - % - 4 % - % - 4 % 45.00 % 45.00 % - % - 4 % - % - 4 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 40.31 % 40.31 2 % 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 |
GES Asset Three Eleele, LLC(“ELEELE”) GES Asset Three Hanalei, LLC(“HANALEI”) GES Asset Three Kapaa, LLC(“KAPAA”) GES Asset Three Koloa, LLC(“KOLOA”)
(Continued)
12
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 September 30, 2021 Note |
|
|---|---|---|---|---|
| September 30, 2022 |
||||
| MEGASIXTEEN GES AC TEV II TEV Solar AC GES Solar DelSolar Cayman NSP BVI DelSolar Singapore NSP UK NSP System UREE Utech Jiangung |
GES AC SOLAR 2017, LLC (“GESAC”) 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”) United Agriculture Ecology Ltd. Co. (“UAE”) Jiangung Energy Power Ltd. Co. (“Jiangung”) Yong Liang Ltd. (“Yong Liang”) |
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 Solar and agriculture-related business Solar related business Solar related business |
% 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 % - % - % - % 100.00 % 74.30 |
% 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 % - % - 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 % 100.00 % 100.00 2 % 100.00 % 100.00 7 % 63.86 % 63.86 7 |
Utech Jiangung Energy Power Ltd. Co. (“Jiangung”) Jiangung Yong Liang Ltd. (“Yong Liang”)
(Continued)
13
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | Investee | Principal activity | % of Ownership December 31, 2021 September 30, 2021 Note |
|
|---|---|---|---|---|
| September 30, 2022 |
||||
| NSP HK DelSolar HK DelSolar US DelSolar Development UES RES |
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 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 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
% - % - 3 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 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 nine months ended September 30, 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 nine months ended September 30, 2022.
Note 6: The Group had been liquidating and dissolving during nine months ended September 30, 2022. Note 7: Please refer to Note 13 (a) for the details of subsidiaries.
(ii) Subsidiaries not included in the consolidated financial statements: None.
- (c) Non-current assets held for sale (or disposal groups)
Non-current assets or disposal groups comprising assets and liabilities that are highly probable to be recovered primarily through sale rather than through continuing use, are reclassified as held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter, generally, the assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is first allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to assets not within the scope of IAS 36 – Impairment of Assets. Such assets will continue to be measured in accordance with the Group’s accounting policies. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of the cumulative impairment loss that has been recognized.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.
(Continued)
14
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(d) 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.
(e) 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 |
September 30, 2022 $ 3,690,374 8,702 $ 3,699,076 |
December 31, 2021 5,241,731 12,442 5,254,173 |
September 30, 2021 |
|---|---|---|---|
| 4,605,537 8,500 |
|||
| 4,614,037 |
(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 Forward 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 Short call options Total Current Non-current Total |
September 30, 2022 $ 2,720 - 176,258 2,100 $ 181,078 $ 76,861 104,217 $ 181,078 $ 66,006 $ 66,006 $ 2 66,004 $ 66,006 |
December 31, 2021 September 30, 2021 4,443 952 2,941 2,945 157,067 170,427 6,900 - 171,351 174,324 74,255 3,897 97,096 170,427 171,351 174,324 51,820 66,700 51,820 66,700 1,924 - 49,896 66,700 51,820 66,700 |
December 31, 2021 September 30, 2021 4,443 952 2,941 2,945 157,067 170,427 6,900 - 171,351 174,324 74,255 3,897 97,096 170,427 171,351 174,324 51,820 66,700 51,820 66,700 1,924 - 49,896 66,700 51,820 66,700 |
|---|---|---|---|
| 952 2,945 170,427 - |
|||
| 174,324 | |||
| 3,897 170,427 |
|||
| 174,324 | |||
| 66,700 | |||
| 66,700 | |||
| - 66,700 |
|||
| 66,700 |
-
(i) The short call options mentioned above including (1) derived from the loan contract signed with Indiana Municipal Power Agency (IMPA), and IMPA has the right to buy back all of the subsidiary shares which were designated on the specific date. Refer to note 6(p) for more details; (2) Other investor has the right to buy back preference shares of UREE in the specific period.
-
(ii) The long call options listed above were derived from the issuance of preference shares by the Group, making an agreement with the preference shareholders that the Group has the right to buy back all shares on the specific date. Refer to note 6(r) for more details.
(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 |
September 30, 2022 December 31, 2021 September 30, 2021 USD13,347 thousand dollars USD13,347 thousand dollars USD13,347 thousand dollars 22.0% 22.0% 33.0% 0.25 years 1 years 1.25 years 6.7473% 6.7473% 7.2898% USD13,822 thousand dollars USD13,822 thousand dollars USD13,822 thousand dollars 30% 30% 25% 2.25 years 3 years 3.25 years 6.7473% 6.7473% 7.2898% USD656 thousand dollars USD656 thousand dollars USD656 thousand dollars 22.0% 22.0% 33.0% 0.25 years 1 years 1.25 years 6.7473% 6.7473% 7.2898% USD704 thousand dollars USD704 thousand dollars USD704 thousand dollars 32% 32% 27% 1.75 years 2.5 years 2.75 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
| September 30, 2022 Foreign exchange swap contracts December 31, 2021 Foreign exchange swap contracts Selling Forward exchange contracts September 30, 2021 Foreign exchange swap contracts Selling Forward exchange contracts |
Currency NTD/USD NTD/USD EUR/USD NTD/USD EUR/USD |
Maturity Date Contract Amount (in Thousands) October 5, 2022~October 6, 2022 NTD1,446,318/ USD46,000 January 10, 2021~ March 8, 2022 NTD1,083,250/ USD39,000 January 10, 2022 EUR2,000/ USD2,377 November 23, 2021 NTD251,640/ USD9,000 November 10, 2021~January 10, 2022 EUR5,500/USD6,499 |
|---|---|---|
(v) Financial instruments revalued at fair value through profit and loss were as follows:
| For the three months ended September 30, 2022 2021 Revaluation of derivatives listed in profit and loss $ (97,133) 12,053 Financial assets at fair value through other comprehensive income September 30, 2022 Equity instrument measured at fair value through other comprehensive income: Domestic investments Listed ordinary shares $ 328,958 Unlisted ordinary shares 334,750 Overseas investments - unlisted ordinary shares 8,188 Total $ 671,896 |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2021 | 2022 (167,678) December 31, 2021 389,616 47,699 8,188 445,503 |
2021 | |||
| 12,053 | 28,615 | ||||
| September 30, 2021 |
|||||
| 453,653 47,699 15,292 |
|||||
| 516,644 |
(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) Due to the requirement of the business development, the Group increase investment UREE preference shares $119,270 thousand in third quarter of 2022.
-
(iv) 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.
-
(v) During the nine months ended September 30, 2022 and 2021, the dividends of $16,088 thousand and $14,178 thousand, related to equity investments at fair value through other comprehensive income, respectively, were recognized.
-
(vi) Due to the changes in strategic layout, the Group has sold its shares held in Apex and realized a loss of $172,902 thousand, which was reclassified from other equity to retained earnings during the six months ended June 30, 2021. The Group did not dispose any equity instruments in the nine months ended September 30, 2022. During the period, the accumulated gains and losses were not transferred into equity.
(vii) For credit risk and market risk, please refer to note 6(ad).
- (d) Financial assets at amortized cost
| Convertible preference shares - Phanes Holding Inc. |
September 30, 2022 $ - |
December 31, 2021 - |
September 30, 2021 |
|---|---|---|---|
| 139,300 | |||
-
(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 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 December 31, 2021, the interest receivables, classified as other receivables from related parties, amounted to $29,176 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 |
September 30, 2022 $ 2,884,239 156,127 (215,046) $ 2,825,320 |
December 31, 2021 2,075,173 225,413 (203,677) 2,096,909 |
September 30, 2021 2,504,828 251,659 (263,004) |
|---|---|---|---|
| 2,493,483 |
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 |
September 30, 2022 | September 30, 2022 | |
|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 2,216,732 0%~0.06% 312,533 0%~0.21% 154,439 0%~0.47% 14,831 0%~1.07% 22,983 0%~2.19% 54,152 0%~6.48% 3,629 0%~41.67% 261,067 0%~100% $ 3,040,366 December 31, 2021 |
Loss allowance provision |
||
| 956 657 2,758 158 3,451 66 13 206,987 |
|||
| 215,046 | |||
| 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 |
September 30, 2021 | September 30, 2021 | |
|---|---|---|---|
| Gross carrying amount $ 1,721,419 145,247 176,724 41,060 - - 19,955 652,082 $ 2,756,487 |
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 |
|
| 1,286 1,031 2,211 - - - - 258,476 |
|||
| 263,004 |
The movement in the allowance for notes and trade receivables were as follows:
| Balance at January 1 Impairment loss recognized Amounts written off Foreign exchange gains (losses) Balance at September 30 |
For the nine months ended September 30, 2022 2021 $ 203,677 575,989 92,963 47,526 (82,528) (359,151) 934 (1,360) $ 215,046 263,004 |
|---|---|
| 2022 $ 203,677 92,963 (82,528) 934 $ 215,046 |
The aforementioned notes and accounts receivables of the Group had not been pledged as collateral.
(f) Inventories
| Finished goods and products Construction in progress Raw materials Work in progress Right-of-use assets |
September 30, 2022 |
December 31, 2021 447,809 1,169,849 884,942 150,995 - 2,653,595 |
September 30, 2021 |
|
|---|---|---|---|---|
| $ 1,490,778 1,335,888 799,485 127,305 - $ 3,753,456 |
894,061 1,647,014 500,288 118,242 613,191 |
|||
| 3,772,796 |
(i) The construction in progress listed above is the construction cost incurred to build the power plant that the Group is intending to sell; The right-of-use assets is the right to use property related to the aforementioned development or construction of power plants
(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 (Reversal of write-downs) Others Total |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, 2022 2021 11,597,210 9,837,855 159,714 185,411 (26,970) (171,696) (29,372) (110,514) 11,700,582 9,741,056 |
|
|---|---|---|---|---|
| 2022 $ 4,192,626 85,523 7,053 (11,484) $ 4,273,718 |
2021 | 2022 11,597,210 159,714 (26,970) (29,372) 11,700,582 |
(iii) The inventories of the Group has been pledged as collateral of September 30, 2021, please refer to note 8. There were no such pledged as collateral of September 30, 2022 and December 31, 2021.
(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 the following.
| Bank deposit 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 |
September 30, 2022 $ - - - 538,586 - - - $ 538,586 $ - - - - $ - |
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 |
September 30, 2021 |
|---|---|---|---|
| - - 49,427 1,134,828 63,985 152,337 19,134 |
|||
| 1,419,711 | |||
| 932,168 34,712 33,841 - |
|||
| 1,000,721 |
(Continued)
22
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The impairment loss of $121,545 thousand and $15,791 thousand resulting from measuring at the lower of other carrying amount and fair value less costs to sell shall be disclosed as other gains and losses in the consolidated statements of comprehensive income as of nine month ended September 30, 2022 and 2021, respectively.
- (h) Investments accounted for using the equity method
| Associates Joint ventures |
September 30, 2022 $ 219,402 3,822 $ 223,224 |
December 31, 2021 208,145 3,328 211,473 |
September 30, 2021 |
|---|---|---|---|
| 222,112 3,350 |
|||
| 225,462 |
-
(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:
| September | September | 30, | December 31, | December 31, | September 30, | ||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2021 | |||||
| Carrying amount of individually | |||||||
| insignificant associates’ equity | $ | 219,402 | 208,145 | 222,112 | |||
| For | the three | months | ended | For the nine months ended | |||
| September 30, | September 30, | ||||||
| 2022 | 2021 | 2022 | 2021 | ||||
| Attributable to the Group | |||||||
| Net income (loss) | $ | 2,649 | 8,317 | 7,085 | (4,303) | ||
| Other comprehensive income | 2,854 | (1,696) | 6,152 | (9,096) | |||
| (loss) | |||||||
| Comprehensive income (loss) | $ | 5,503 | 6,621 | 13,237 | (13,399) |
(Continued)
23
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (iv) The Group’s financial information on investments in individually insignificant joint ventures accounted for using the equity method was as follow:
| The carrying amount of investments in the individually insignificant joint ventures |
September 30, 2022 $ 3,822 |
December 31, 2021 3,328 |
September 30, 2021 |
|---|---|---|---|
| 3,350 |
The Group has no significant influence on DS Energy Technology Co., Ltd. in the third quarter of 2022, hence it was reclassified to financial assets at fair value through other comprehensive income. Please refer to note 6(c) for details.
-
(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 nine months ended September 30, 2022 and 2021 have not been reviewed.
-
(i) Loss of control over a subsidiary
During nine months ended September 30, 2022 and 2021, the Group sold all of its shares in subsidiaries and loss control of them, with the considerations of $427,897 thousand and $645,113 thousand, respectively, the disposal loss was $648 thousand and $86,004 thousand (including the effect of exchange rate changes of $82,215 thousand), which was included in other gains and losses.
The carrying amounts of assets and liabilities of subsidiary on the date of disposal were as follows:
| For the nine months ended | For the nine months ended | ||
|---|---|---|---|
| September | 30, | ||
| 2022 | 2021 | ||
| Bank deposit | $ | 11,268 | - |
| Receivables | 55,398 | - | |
| Construction contracts receivable | 1,912 | - | |
| Other current assets | 97,787 | 98,249 | |
| Financial assets at fair value through other comprehensive income | - | 27,098 | |
| - non current | |||
| Property, plant and equipment | 1,179,531 | 647,997 | |
| Other assets | 162,525 | 80,538 | |
| Long-term liabilities | (993,900) | (158,221) | |
| Current liabilities | (84,422) | (46,759) | |
| Non current liabilities | (249) | - | |
| Carrying amount of subsidiary’s net assets | $ | 429,850 | 648,902 |
(Continued)
24
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(j) Property, plant and equipment
The movements of cost, depreciation and impairment loss of the property, plant and equipment of the Group were as follows:
| Cost: Balance on January 1, 2022 Additions Disposals Reclassification Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on September 30, 2022 Balance on January 1, 2021 Additions Disposals Transfer in (out) Reclassification Reclassify to investment property Reclassify to lease property Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on September 30, 2021 Accumulated depreciation Balance on January 1, 2022 Depreciation Impairment loss Disposals Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on September 30, 2022 Balance on January 1, 2021 Depreciation Disposal Transfer in (out) Reclassification Reclassify to investment property Reclassify to lease property Reclassify to assets held for sale Effect of changes in foreign exchange rates Balance on September 30, 2021 |
Land $ 759,135 - - - - 678 $ 759,813 $ 787,322 - - - - - - (18,794) (9,930) $ 758,598 $ - - - - - - $ - $ - - - - - - - - - $ - |
Buildings 4,479,064 - - - - 3,385 4,482,449 4,513,175 - (979) - 5,200 - - - (48,737) 4,468,659 1,851,219 156,830 - - - 482 2,008,531 1,651,948 155,739 (979) - - - - - (7,864) 1,798,844 |
Machinery and equipment 18,659,052 95,545 (3,240,428) 13,559 - 3,086 15,530,814 19,168,372 - (51,113) - 149,992 - (2,826) - (50,590) 19,213,835 17,196,768 419,979 - (3,237,318) - 221 14,379,650 17,364,601 424,768 (51,113) - (2,048) - (2,826) - (11,862) 17,721,520 |
Other equipment Equipment to be inspected and construction in progress 5,249,960 285,492 279,444 2,224,411 (41,494) - 1,613,242 (1,421,268) (1,030,662) - 429,442 129 6,499,932 1,088,764 7,519,158 222,641 17,377 406,461 (2,227) - (916,977) - 30,986 (204,013) (262,256) - - - (1,354,454) (192,538) (45,805) (4,081) 4,985,802 228,470 2,171,021 - 178,396 - 121,545 - (41,494) - (492,076) - 160,508 - 2,097,900 - 2,598,464 144,666 193,364 - (1,908) - (268,980) - (1,392) - (143,805) - - - (288,532) (142,426) (11,886) (1,437) 2,075,325 803 |
Equipment to be inspected and construction in progress |
Equipment to be inspected and construction in progress |
Total 29,432,703 2,599,400 (3,281,922) 205,533 (1,030,662) 436,720 28,361,772 32,210,668 423,838 (54,319) (916,977) (17,835) (262,256) (2,826) (1,565,786) (159,143) 29,655,364 21,219,008 755,205 121,545 (3,278,812) (492,076) 161,211 18,486,081 21,759,679 773,871 (54,000) (268,980) (3,440) (143,805) (2,826) (430,958) (33,049) 21,596,492 |
|---|---|---|---|---|---|---|---|
| 285,492 2,224,411 - (1,421,268) - 129 1,088,764 222,641 406,461 - - (204,013) - - (192,538) (4,081) 228,470 - - - - - - - 144,666 - - - - - - (142,426) (1,437) 803 |
(Continued)
25
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Carrying amounts: Balance on January 1, 2022 Balance on September 30, 2022 Balance on January 1, 2021 Balance on September 30, 2021 |
Land $ 759,135 $ 759,813 $ 787,322 $ 758,598 |
Buildings 2,627,845 2,473,918 2,861,227 2,669,815 |
Machinery and equipment 1,462,284 1,151,164 1,803,771 1,492,315 |
Other equipment 3,078,939 |
Equipment to be inspected and construction in progress |
Equipment to be inspected and construction in progress |
Total 8,213,695 |
|---|---|---|---|---|---|---|---|
| 285,492 1,088,764 77,975 227,667 |
|||||||
| 4,402,032 | 9,875,691 | ||||||
| 4,920,694 | 10,450,989 | ||||||
| 2,910,477 | 8,058,872 |
-
(i) Reclassify to assets held for sale, please refer to Note 6(g).
-
(ii) In the second quarter of 2021, some buildings were transferred to investment property at the fair value of the building at the date of transfer, because they were no longer used by the Group, and it was decided that the building would be leased to a third party. Please refer to Note 6(l).
-
(iii) The aforementioned property, plant and equipment of the Group had been pledged as collateral, please refer to Note 8.
-
(iv) For the nine months ended September 30, 2022, capitalized borrowing costs were $22,196 thousand relating to the acquisition of constructing factory, with capitalization rates of 1.9439%~2.79%. There were no such situation of September 30, 2021.
(k) Right-of-use assets
| Carrying amount: Balance at September 30, 2022 Balance at December 31, 2021 Balance at September 30, 2021 |
Land $ 370,939 $ 385,988 $ 392,995 |
Building 20,132 23,651 28,635 |
Machinery and equipment 1,631 2,695 2,198 |
Other equipment 56,266 18,674 18,250 |
Total |
|---|---|---|---|---|---|
| 448,968 | |||||
| 431,008 | |||||
| 442,078 |
In the second quarter of 2021, the Group lease the land, building, machinery and equipment and other equipment of right-of-use asset to the third party, which reclassified to investment property for $109,390 thousand. Except for the above, there were no significant additions, disposal, or recognition and reversal of the impairment losses of right-of-use assets leased by the Group for the nine months ended September 30, 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.
(Continued)
26
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The details of investment property are as follows:
| Carrying amount: Balance at September 30, 2022 Balance at December 31, 2021 Balance at September 30, 2021 |
Properties Land Buildings $ 747,300 1,847,638 $ 747,300 1,929,695 $ 747,300 1,958,985 |
Right-of-use asset Land 158,481 167,130 169,084 |
Total |
|---|---|---|---|
| Land $ 747,300 $ 747,300 $ 747,300 |
|||
| 2,753,419 | |||
| 2,844,125 | |||
| 2,875,369 |
In the second quarter of 2021, the Group lease its own buildings and the land of right-of-use asset to the third party, which reclassified to investment property $118,451 thousand and $109,390 thousand, respectively. Except for the above, there were no significant additions, disposal, or recognition and reversal of impairment losses of investment property for the nine months ended September 30, 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.
(m) Intangible assets
| Contract with Consultants Carrying amount: Balance at September 30, 2022 $ - Balance at December 31, 2021 $ - Balance at September 30, 2021 $ - |
Contract with Customers - - - |
Other 3,677 4,803 5,444 |
Total |
|---|---|---|---|
| 3,677 | |||
| 4,803 | |||
| 5,444 |
Due to reclassification of the intangible asset to the asset held for sale, it decreased by $63,985 thousand for the nine months ended September 30, 2021. Except for the above, there were no significant additions, disposal, or recognition and reversal of impairment losses of intangible assets for the nine months ended September 30, 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
(n) Short-term borrowings
| Unsecured bank loans Power plant under construction project loans Total Range of interest rates |
September 30, 2022 $ 1,267,187 422,734 $ 1,689,921 1.8%~4.57% |
December 31, 2021 50,389 - 50,389 1.85% |
September 30, 2021 |
|---|---|---|---|
| 3,225,255 - |
|||
| 3,225,255 | |||
| 1.00%~1.90% |
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 |
September 30, 2022 $ - - $ - |
December 31, 2021 221,300 (47) 221,253 |
September 30, 2021 466,000 (147) 465,853 |
|---|---|---|---|
There were no significant issues, repurchases and repayments of short-term notes and bills payable for the nine months ended September 30, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
- (p) Long-term liabilities
| Secured bank loans Bank Loan - Syndicated loans Bank Loan - Power Plant Project Loans Bank Loan - Medium and Long-Term Loans Other financing loan Unsecured bank loans Bank Loan - Medium and Long-Term Loans Other financing loan Less: Current portion Total Range of interest rates |
September 30, 2022 $ 4,451,389 309,082 - 714,551 120,735 - 5,595,757 (2,549,560) $ 3,046,197 1.92%~4.75% |
December 31, 2021 4,877,046 355,889 - 607,415 119,895 - 5,960,245 (2,434,533) 3,525,712 1.91%~4.75% |
September 30, 2021 5,184,931 790,444 315,000 606,883 170,680 2,441 7,070,379 (3,156,185) 3,914,194 1.08%~4.75% |
|---|---|---|---|
(Continued)
28
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
1) The long-term loan contracts listed above will expire in November 2043.
-
2) Except for the following, there were no significant issues, repurchases and repayments of long-term borrowings for the nine months ended September 30, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
-
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 maintain certain financial ratios based on their annual and semiannual consolidated financial reports, wherein the balance of the special reserve account should not be below USD$3,000 thousand. The Group intend to sell the subsidiaries and reclassify the related borrowings to liabilities held for sale, please refer to note 6(g). The subsidiary was sold in the second quarter of 2022.
-
b) The Group entered into a middle-to-long-term guaranteed loan from CATHAY BANK. According to the terms and conditions of the contract, it requires that the borrower, GES USA, to maintain certain financial ratios during the credit period. The loan had already been repaid in February 2022.
-
c) The Group entered into a long-term loan agreement with Bank SinoPac. According to the terms and conditions on the contract, it requires the borrower, Yong Liang, to maintain certain financial ratios during the credit period. The financial ratios as of 30 September 2022 are in compliance with the above requirements.
-
d) The Group entered into middle-to-long-term guaranteed loan with CATHAY BANK. According to the terms and conditions on the contract, it requires the borrower, MEGATWELVE, MEGATHIRTEEN and ASSETTHREE to maintain certain financial ratios based on its annual financial reports during the credit period. The 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 been repaid in February 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 loan had already been repaid in the third quarter of 2021.
(Continued)
29
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
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. As of December 31, 2021, although the Interest Protection Multiples (IPM) did not meet the above requirements, no breach of contract was committed. Instead, the Group have to the pay compensation fees to all joint credit banks each month until the next utilization date or the base date of interest rate adjusted to improve the financial ratio. In addition, according to the terms on the contract, the financial ratios need not be reviewed this quarter due to the financial ratios as of 30 June 2022 are in compliance with the requirement.
-
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 other banks had expired on September 30, 2022. The Group completed the negotiation to extend the maturity date to September 30, 2023, and the financial ratios before the maturity date need not be reviewed. As of September 30, 2022, the balance of bank loan was $2,302,295 thousand.
-
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 and June 2024 respectively. 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 main 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.
(Continued)
30
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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) For the three months ended September 30, 2022 2021 Embedded derivative component -revaluation loss on redemption rights (recorded as other gains and losses) $ (1,500) - Interest expense $ 4,217 - |
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) For the three months ended September 30, 2022 2021 Embedded derivative component -revaluation loss on redemption rights (recorded as other gains and losses) $ (1,500) - Interest expense $ 4,217 - |
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) For the three months ended September 30, 2022 2021 Embedded derivative component -revaluation loss on redemption rights (recorded as other gains and losses) $ (1,500) - Interest expense $ 4,217 - |
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) For the three months ended September 30, 2022 2021 Embedded derivative component -revaluation loss on redemption rights (recorded as other gains and losses) $ (1,500) - Interest expense $ 4,217 - |
September 30, 2022 December 31, 2021 $ 3,000,000 3,000,000 (34,901) (47,550) $ 2,965,099 2,952,450 $ 2,100 6,900 $ 177,366 177,366 For the nine months ended September 30, 2022 2021 (4,800) - 12,649 - |
September 30, 2022 December 31, 2021 $ 3,000,000 3,000,000 (34,901) (47,550) $ 2,965,099 2,952,450 $ 2,100 6,900 $ 177,366 177,366 For the nine months ended September 30, 2022 2021 (4,800) - 12,649 - |
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 (4,800) 12,649 |
|||
| - | |||||
| - |
The Issuance information on the secured convertible bonds was as follows:
3rd domestic unsecured convertible bonds
Issuance amount $3,000,000 thousand Issuance date 2021.10.25 Issuance price At 104.18% of par value Coupon rate 0% Issuance period 2021.10.25~2024.10.25 Trustee bank Bank SinoPac Guarantee agencies FIRST BANK and others Redemption rights The Company may redeem the bonds at face value with cash after January 26, 2022, and before September 14, 2024 that if the closing price of the common shares on TWSE on each trading day during a period of 30 consecutive trading dates exceeds at least 30% of the conversion price or if the outstanding balance of the bonds is less than 10% of the issuance amount.
Put option None
(Continued)
31
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3rd domestic unsecured convertible bonds
Conversion period of convertible bonds Conversion price
Each holder of the bonds will have the right at any time during the period from January 26, 2022, to October 25, 2024, to convert their bonds through Taiwan Depository & Clearing Corporation (“TDCC”). It is requested to the Company's stock agency to convert the convertible bonds held into the Company's ordinary shares in accordance with these regulations.
The conversion price is set at $20.9 per share at the time of issuance. In the event of an adjustment to the conversion price of the Company's ordinary shares that complies with the terms of issuance, the conversion price shall be adjusted according to the formula specified in the terms of issuance.
(r) Preference share liabilities
| Class A preference shares Less: Current portion Total |
September 30, 2022 $ 10,154 (9,447) $ 707 |
December 31, 2021 16,500 (12,123) 4,377 |
September 30, 2021 19,471 (13,658) |
|---|---|---|---|
| 5,813 |
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 |
issued by MEGASIXTEEN issued by TEV II 2017.12 2018.12 USD11,920 thousand dollars USD10,051 thousand dollars 32.41% 33.81% Yes Yes Shareholders will be given priority to receive cumulative cash dividend of 0.65% with a monthly fixed Asset Management Fee each quarter and are entitled to 99% of profits sharing before expiration date December 2022. Shareholders will be given priority to receive cumulative cash dividend of 0.675% with a monthly fixed Asset Management Fee each quarter and are entitled to 99% of sharing earned before expiration date June 2024. |
|---|---|
- Others 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.
(Continued)
32
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
Carrying amount of the lease liabilities of the Group were as follows:
| Current Non-current |
September 30, 2022 $ 52,278 $ 581,418 |
December 31, 2021 59,058 560,061 |
September 30, 2021 |
|---|---|---|---|
| 32,464 | |||
| 1,211,755 |
For the maturity analysis, please refer to note 6(ad) financial instruments.
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Variable lease payments not included in the measurement of lease liabilities Expenses relating to short- term leases Expenses relating to leases of low-value assets, excluding short-term leases of low- value assets |
For the three months ended September 30, 2022 2021 $ 4,153 4,275 $ 15,809 3,336 $ 4,464 3,565 $ 110 474 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 4,153 $ 15,809 $ 4,464 $ 110 |
2022 12,968 27,667 9,648 286 |
2021 | |
| 12,986 | |||
| 9,329 | |||
| 22,875 | |||
| 1,443 |
(Continued)
33
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The amounts recognized in the statement of cash flows for the Group was as follow:
| Total cash outflow for leases (t) Provisions Warranties Onerous contracts Site restoration |
For the nine months ended September 30, 2022 $ 97,613 September 30, 2022 December 31, 2021 $ 112,435 92,972 39,600 64,746 50,406 8,075 $ 202,441 165,793 |
For the nine months ended September 30, 2021 |
|
|---|---|---|---|
| 82,479 | |||
| September 30, 2021 99,618 72,983 - |
|||
| 172,601 |
There were no significant changes in provisions for the nine months ended September 30, 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 nine months ended September 30, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
(v) Employee benefits
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $14,129 thousand, $14,031 thousand, $40,293 thousand and $39,779 thousand for the three months and nine months ended September 30, 2022 and 2021, respectively.
(w) Income Taxes
- (i) Components of income tax of the Group were as follows:
| Income tax expense (income) | For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2022 $ 161 |
2021 | 2022 6,680 |
2021 | ||
| 729 |
-
(ii) For the nine months ended September 30, 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.
(Continued)
34
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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 September 30, 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 |
September 30, 2022 $ 36,000,000 $ 16,277,905 $ 1,627,791 |
December 31, 2021 36,000,000 16,278,140 1,627,814 |
September 30, 2021 |
|---|---|---|---|
| 36,000,000 | |||
| 15,079,003 | |||
| 1,507,900 |
Of the Group’s authorized shares, 80,000 thousand shares had been reserved for the issuance of employee share options.
Resolutions were approved during the general meetings of the shareholders held on May 7, 2021, to reduce capital to cover accumulated deficits $11,571,175 thousand, and has already gotten the approval from the competent authority.
(ii) Capital surplus
The Company’s capital surplus includes share premium, conversion right of convertible bonds, change in equity of subsidiaries, associates and joint venture under equity method, and restricted shares for employees, etc.
Both resolutions were approved during the general meetings of the shareholders held on June 24, 2022, and May 7, 2021 to offset the deficit against the capital surplus of $822,510 thousand and $9,887 thousand, respectively.
(iii) Retained Earnings
According to the Articles of Incorporation, after-tax earnings are initially used to offset cumulative losses, and 10% of the remainder is set aside as a legal reserve. The appropriation for legal reserve is discontinued when the balance of the legal reserve equals the total authorized capital. Aside from the aforesaid, the Company may, under its Articles of Incorporation or as required by the government, appropriate or reverse for special reserve. The remaining balance of the earnings, if any, may be appropriated according to the Board of Directors. Besides, if the distribution plan is issuing new shares, it should be appropriated according to a resolution of a shareholder’s meeting.
In accordance with the Company Law, two thirds of directors must be present in the board meeting, and more than half of the directors present agree, then the Board of Directors is authorized to distribute dividends, bonuses or all or a portion of the legal reserve and capital surplus as stipulated in Item 1 of Article 241 of the Company Law in the form of cash, which is reported to the shareholders’ meeting.
(Continued)
35
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In principle, the Group distributes dividends via both shares and cash as their dividend policy, and cash dividends should not be less than 10% of total dividends distributed.
The offset of accumulated deficits for 2021 and 2020 had been resolved, respectively, during the shareholder’s meeting held on June 24, 2022 and May 7, 2021. Related information would be available at the Market Observation Post System website.
(iv) Treasury shares
The Group acquired treasury shares as result of merging Gintech Energy on October 1, 2018. Related information was as follow:
| The Group acquired treasury shares Related information was as follow: |
as result of merging | Gintech Energy on | October 1, 2018 |
|---|---|---|---|
| Balance at September 30, 2022 Balance at December 31, 2021 Balance at September 30, 2021 |
Number of shares held (in thousands of shares) $ 1,066 $ 1,066 $ 1,066 |
Carrying Amount 18,699 18,699 18,699 |
Market Price |
| 22,965 | |||
| 23,285 | |||
| 21,846 |
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
(i) As of September 30, 2022, the Group's restricted share plan for employees are as follows. There were no significant changes in share-based payment for the nine months ended September 30, 2022 and 2021. Please refer to the 2021 annual consolidated financial statements for other related information.
| 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 adjust the number of forfeited shares The Group will reduce capital and adjust the number of forfeited shares |
(Continued)
36
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Information for the cost of share-based payment
Wages expense
| For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|
| 2022 $ 652 |
2021 | |
| 5,095 |
(z) Earnings (loss) per share
Calculations on earnings (loss) per share of the Group were as follows:
| Basic earnings (loss) per share: Profit (loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares outstanding (in thousands of shares) Earnings (loss) per share Diluted earnings per share: Profit attributable to ordinary shareholders of the Company Bonds discount and amortized issuance costs Total amount Weighted average number of ordinary shares outstanding (in thousands of shares) Effect of convertible bonds (in thousands of shares) Effect of employee bonuses (in thousands of shares) Weighted average number of ordinary shares (diluted) (in thousands of shares) Diluted earnings per share |
For the three months ended September 30, 2022 2021 $ 192,918 (90,749) 1,626,670 1,506,138 $ 0.12 (0.06) $ 192,918 3,373 196,291 1,626,670 143,541 1,732 1,771,943 $ 0.11 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 192,918 1,626,670 $ 0.12 $ 192,918 3,373 196,291 1,626,670 143,541 1,732 1,771,943 $ 0.11 |
2022 967,305 1,626,624 0.59 967,305 10,119 977,424 1,626,624 143,541 1,732 1,771,897 0.55 |
2021 (848,252) 1,506,068 (0.56) |
(Continued)
37
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 September 30, 2022 2021 $ 4,517,360 3,140,696 227,896 228,166 1,145 134,961 $ 4,746,401 3,503,823 |
For the nine months ended September 30, 2022 2021 12,030,927 8,751,278 861,512 938,699 438,855 488,497 13,331,294 10,178,474 |
For the nine months ended September 30, 2022 2021 12,030,927 8,751,278 861,512 938,699 438,855 488,497 13,331,294 10,178,474 |
|---|---|---|---|
| 2022 $ 4,517,360 227,896 1,145 $ 4,746,401 |
2022 12,030,927 861,512 438,855 13,331,294 |
||
| 8,751,278 938,699 488,497 |
|||
| 10,178,474 |
(ii) Contract balance
| Notes and accounts receivable Contract assets OEM contract Construction contract Power plant construction contract Less: allowance for impairment Contract liabilities Sales of products Construction contract |
September 30, 2022 $ 2,825,320 $ 139,608 256,768 - - $ 396,376 $ 544,306 26,512 $ 570,818 |
December 31, 2021 2,096,909 105,607 109,580 - - 215,187 477,713 28,953 506,666 |
September 30, 2021 |
|---|---|---|---|
| 2,493,483 | |||
| - - 149,481 - |
|||
| 149,481 | |||
| 572,884 62,162 |
|||
| 635,046 |
1) The details on accounts receivable and allowance for impairment, please refer to note 6(e).
- 2) The beginning balance of contract liabilities recognized as revenue from January 1 to September 30, 2022 and 2021 were $417,251 thousand and $235,872 thousand, respectively.
(Continued)
38
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
3) Contract asset is providing OEM contracts for customers that exchange equivalent consideration rights and recognized construction income which has not yet been requested until the reporting date.
-
(ab) Employee compensation and directors’ remuneration
According to the Articles of Incorporation, once the Group has annual profit, it should appropriate no less than 3% of the profit to its employees and 2% or less to its directors and supervisors as remuneration. However, if the Group has accumulated deficits, the profit should be reserved to offset the deficit.
The recipients of above-mentioned remuneration may include employees of controlling or affiliated companies who meet certain conditions, and the relevant conditions and methods are authorized by the Board of Directors or by persons authorized by them.
The remunerations to employees and directors amounted to $37,317 thousand and $7,463 thousand, respectively, for the nine months ended September 30, 2022. The estimated amounts mentioned above are calculated based on the net profit before tax excluding the remunerations to employees and directors of each period, multiplied by the percentage of remunerations to employees and directors as specified in the Company's articles. These remunerations were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder’ meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. Shares distributed to employees as employee’ remuneration are calculated based on the closing price of the Company’s shares on the day before the approval by the Board of Directors. There were no such situation of September 30, 2021. Related information would be available at the Market Observation Post System website.
-
(ac) Non-operating Income and Expenses
-
(i) Other income
| Lease income Dividend income Other income |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2022 $ 50,618 16,088 29,800 $ 96,506 |
2021 | 2022 148,937 16,088 118,485 283,510 |
2021 | ||
| 56,844 12,064 11,635 |
141,883 14,178 51,575 |
||||
| 80,543 | 207,636 |
(Continued)
39
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Other gains and losses
| Gain (loss) on foreign currency exchange Gain on disposal of property, plant and equipment and power facilities business Loss on disposals of investments Impairment loss of non- current assets held for sale (Losses) gains on financial assets (liabilities) Other |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, 2022 2021 250,430 (16,800) 33,529 94 (648) (101,795) (121,545) (15,791) (167,678) 28,615 227,132 (22,543) 221,220 (128,220) |
|
|---|---|---|---|---|
| 2022 $ 131,905 95 - (121,545) (97,133) 240,790 $ 154,112 |
2021 | 2022 250,430 33,529 (648) (121,545) (167,678) 227,132 221,220 |
The Group didn’t fulfill the procurement agreement with the supplier K, who won the lawsuit in the high court on January 27, 2021. Therefore, the Group recognized compensation losses on December 31, 2020. The Group has reached a settlement with the supplier K on August 19, 2022, and has reversed compensation losses $526,152 thousand.
Besides, the clients FD and FE companies claimed damages from the Group according to the procurement agreement, and the FD and FE companies won the lawsuit; therefore, the Group has reached a settlement with FD and FE companies on October 26, 2022. The Group has recognized $156,800 thousand as compensation losses.
(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.
(Continued)
40
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
| September 30, 2022 Non-derivative financial liabilities Bank borrowings Lease liabilities Non-interest bearing liabilities Derivative financial liabilities (Note) Inflow Outflow 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 September 30, 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 $ 7,926,247 792,259 2,911,708 (1,466,318) 1,463,598 $ 11,627,494 $ 6,619,127 221,300 798,978 2,722,927 (1,149,027) 1,141,643 $ 10,354,948 $ 10,976,099 466,000 1,562,233 3,085,449 (432,720) 428,824 $ 16,085,885 |
Within 1 year 4,421,161 67,829 2,911,708 (1,466,318) 1,463,598 7,397,978 2,625,798 221,300 74,879 2,722,927 (1,149,027) 1,141,643 5,637,520 6,557,655 466,000 75,848 3,085,449 (432,720) 428,824 10,181,056 |
1-2 years 2,246,987 60,589 - - - 2,307,576 776,875 - 55,952 - - - 832,827 921,583 - 77,442 - - - 999,025 |
2-3 years 104,572 58,859 - - - 163,431 2,193,578 - 53,537 - - - 2,247,115 2,459,754 - 95,033 - - - 2,554,787 |
Over 3 years |
|---|---|---|---|---|---|
| 1,153,527 604,982 - - - |
|||||
| 1,758,509 | |||||
| 1,022,876 - 614,610 - - - |
|||||
| 1,637,486 | |||||
| 1,037,107 - 1,313,910 - - - |
|||||
| 2,351,017 |
(Continued)
41
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- Note: The call option sold derives from the loan contract signed by the Group and IMPA (please refer to note 6(p) for more details). This financial liability is recognized at fair value (please refer to note 6(b)), and has been adjusted according to the real interest rate of the contract. The relevant cash flow also reflects the contractual cash flow of the bank loan, therefore it is not included in the cash flow from derivative financial instruments.
The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
- (iii) Market risk
1) Currency risk
The Group’s significant exposure to foreign currency risk was as follow:
| Financial assets Monetary items USD EUR GBP Non-Monetary items MYR Financial liabilities Monetary items USD EUR |
September 30, 20 | September 30, 20 | 22 NTD 4,231,032 239,419 42,922 75,269 1,872,564 198,301 |
De | cember 31, 20 | 21 NTD 2,976,683 149,102 12,132 67,322 2,107,624 29,896 |
September 30, 2021 | September 30, 2021 |
|---|---|---|---|---|---|---|---|---|
| Foreign currency (in thousands) $ 133,156 7,686 1,218 11,448 58,932 6,366 |
Exchange rate 31.7750 31.1500 35.2400 6.5750 31.7750 31.1500 |
Foreign currency (in thousands) 107,578 4,753 325 10,580 76,170 953 |
Exchange rate 27.6700 31.3700 37.3300 6.3630 27.6700 31.3700 |
Foreign currency (in thousands) 128,958 10,684 1,152 10,350 134,128 3,847 |
Exchange rate NTD 27.8600 3,592,770 32.3400 345,521 37.5100 43,212 6.3810 66,042 27.8600 3,736,806 32.3400 124,412 |
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 decreased or increased and increased or decreased the net profit (loss) before tax for the nine months ended September 30, 2022 and 2021 by $24,425 thousand and $2,076 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 nine months ended September 30, 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.
(Continued)
42
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
If the interest rate had increased / decreased by 0.25%, the Group’s net income would have decreased / increased by $2,468 thousand and $2,023 thousand for the nine months ended September 30, 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 nine months ended September 30, 2022 $ 16,448 $ (16,448) |
For the nine months ended September 30, 2021 22,683 (22,683) |
|---|---|---|
-
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)
43
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 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 Accounts payable (including related parties) Lease liabilities Preference share liabilities Other financial liabilities |
September 30, 2022 | September 30, 2022 | September 30, 2022 | ||
|---|---|---|---|---|---|
| Book value $ 181,078 $ 328,958 342,938 $ 671,896 $ 3,699,076 2,825,320 516,521 624,594 140,787 425,978 $ 8,232,276 $ 66,006 $ 2,965,099 7,285,678 1,367,936 633,696 10,154 1,543,772 $ 13,806,335 |
Fair Value | ||||
| Level 1 - 166,628 - 166,628 - |
Level 2 2,720 162,330 - 162,330 - |
Level 3 178,358 - 342,938 342,938 66,006 |
Total 181,078 |
||
| 328,958 342,938 |
|||||
| 671,896 | |||||
| 66,006 | |||||
(Continued)
44
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) 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 Lone-term and short-term borrowings Short-term notes 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)
45
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 related parties) Financial assets measured at amortized cost Other financial assets Refundable deposits Financial liabilities at fair value through profit and loss Derivative financial liabilities Financial liabilities measured at amortized cost Long-term and short-term borrowings Short-term notes payable Accounts payable (including related parties) Lease liabilities Preference share liabilities Other financial liabilities |
September 30, 2021 | September 30, 2021 | September 30, 2021 | ||
|---|---|---|---|---|---|
| Book value $ 174,324 $ 453,653 62,991 $ 516,644 $ 4,614,037 2,493,483 685,074 139,300 800,813 738,081 $ 9,470,788 $ 66,700 $ 10,295,634 465,853 1,719,894 1,244,219 19,471 1,365,556 $ 15,110,627 |
Fair Value | ||||
| Level 1 - 158,253 - 158,253 - |
Level 2 3,897 295,400 - 295,400 - |
Level 3 170,427 - 62,991 62,991 66,700 |
Total 174,324 |
||
| 453,653 62,991 |
|||||
| 516,644 | |||||
| 66,700 | |||||
(Continued)
46
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)
47
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 nine months ended September 30, 2022 and 2021 are as follows:
| Opening balance Additions Total gains and losses recognized in profit and loss Total gains and losses recognized in other comprehensive income Reclassification 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 (14,493) (1,213) - - 15,912 $ 112,352 |
2021 | 2022 55,887 228,262 - 53,173 5,616 - 342,938 |
2021 | ||
| 82,317 - 22,249 - - (839) 103,727 |
62,991 - - - - - |
||||
| 62,991 |
As of September 30, 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” In other comprehensive income, and presented in “unrealized gains and losses from financial assets at fair value through other comprehensive income” |
For the nine months ended September 30, 2022 2021 $ (1,213) 22,249 $ 53,173 - |
For the nine months ended September 30, 2022 2021 $ (1,213) 22,249 $ 53,173 - |
|---|---|---|
| 2022 $ (1,213) $ 53,173 |
||
| 22,249 - |
(Continued)
48
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- e) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group’s financial instruments that use Level 3 inputs to measure fair value include “financial assets measured at fair value through profit or loss – derivative instruments” and “ fair value through other comprehensive income – equity investments”.
Most of the fair value classified as Level 3 are singular significant unobservable input value, except for equity investments without an active market, which has multiple significant unobservable input data. The significant unobservable input values of equity instruments without an active market are independent of each other, thus there are no correlation between them.
Quantified information of significant unobservable inputs was as follow:
| Item Financial assets measured at fair value through profit and loss - derivatives instruments (long call options and short call options) Financial assets measured at fair value through other comprehensive income - equity instruments without an active market Financial assets measured at fair value through other comprehensive income - equity instruments without an active market |
Valuation technique Option pricing model Market Approach Income Approach |
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurements ‧Stock price volatility (22%~32% for September 30, 2022 and December 31, 2021, 25%~33% for September 30, 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 ‧Discount for Lack of Marketability (10% for September 30, 2022) ‧Price-Book Ratio (1.89 for September 30, 2022) ‧The higher the Discount for Lack of Marketability, the lower the fair value ‧The higher the ratio, the higher the fair value ‧Discount rate (15.7236% for September 30, 2022) ‧The higher the ratio, the lower the fair value |
|---|---|---|
(Continued)
49
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- f) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
| alternative assumptions | |||
|---|---|---|---|
| Financial assets measured at fair value through profit and loss - derivatives instruments (long call options) Financial assets measured at fair value through profit and loss - derivatives instruments (short call options) Financial assets measured at fair value through other comprehensive income - equity instruments without an active market Financial assets measured at fair value through other comprehensive income - equity instruments without an active market Financial assets measured at fair value through other comprehensive income - equity instruments without an active market |
Input value 22%~32% 22%~32% 22%~30% 22%~30% 10% 10% 1.89 1.89 15.7236% 15.7236% |
Increase(+) or decrease(-) |
The effect of fair value fluctuations in profit and loss Favorable Unfavorable - - - - - (1,503) 1,501 - - (3,974) 3,974 - 3,576 - - (3,576) (34,037) - 64,095 |
| +0.5% -0.5% +0.5% -0.5% +5% -5% +5% -5% +3% -3% |
The favorable and unfavorable effects represent the changes in fair value, which is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
(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.
(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 nine months ended September 30, 2022 and 2021, were as follows:
(Continued)
50
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(i) Acquisition of Right-of-use assets by lease, please refer to note 6(k).
-
(ii) Reconciliation of liabilities arising from financing activities were as follows:
| Long-term borrowings Short-term borrowings Shor-term bills payable Lease liabilities Preference share liabilities Bonds payable Total liabilities from financing activities Long-term borrowings Short-term borrowings Shor-term bills payable Lease liabilities Preference share liabilities 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 (526,506) 1,628,306 (221,300) (60,012) (13,117) - 807,371 Cash flows (2,317,851) 924,690 291,100 (48,832) (12,704) (1,163,597) |
Foreign exchange movements and others 162,018 11,226 47 74,589 6,771 12,649 267,300 Foreign exchange movements and others (1,094,182) (19,437) (57) 637,117 3,893 (472,666) |
September 30, 2022 |
|---|---|---|---|---|
| 5,595,757 1,689,921 - 633,696 10,154 2,965,099 |
||||
| 10,894,627 | ||||
| September 30, 2021 |
||||
| 7,070,379 3,225,255 465,853 1,244,219 19,471 |
||||
| 12,025,177 |
(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 |
| DS Energy Technology Co., Ltd. (“DS Energy”) | Other related party (Note 2) |
| 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 |
(Continued)
51
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
-
Note 2: The Group has no significant influence on DS Energy in the third quarter of 2022. Therefore, only show the transactions as of June 30, 2022.
-
(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 September 30 2022 2021 $ 67,868 166,082 |
For the three months ended September 30 2022 2021 $ 67,868 166,082 |
For the nine months ended September 30 2022 2021 |
For the nine months ended September 30 2022 2021 |
|---|---|---|---|---|
| 2022 $ 67,868 |
2022 | |||
| 150,165 | 257,159 |
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 |
September | 30, 2022 Contract Assets 27,758 - - - - 27,758 |
December 31, 2021 Accounts Receivable Contract Assets 8,431 31,821 13,665 - 126,769 - 76,549 - (25) - 225,389 31,821 |
September 30, 2021 | September 30, 2021 |
|---|---|---|---|---|---|
| Accounts Receivable $ 16,906 - 139,220 - - $ 156,126 |
Accounts Receivable 8,431 13,665 126,769 76,549 (25) 225,389 |
Accounts Receivable 46,945 - 127,639 77,075 - 251,659 |
Contract Assets |
||
| 38,504 - - - - |
|||||
| 38,504 |
- (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 September 30 2022 2021 $ - 1,625 |
For the three months ended September 30 2022 2021 $ - 1,625 |
For the nine months ended September 30 2022 2021 |
For the nine months ended September 30 2022 2021 |
|---|---|---|---|---|
| 2022 $ - |
2022 | |||
| 3,996 | 6,953 |
(Continued)
52
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The terms of the purchase between the Group and related parties are based on conditions agreed upon by both parties. The details of the contract liabilities from the above transactions were as follows:
| Associates | September 30, 2022 | September 30, 2022 | September 30, 2022 | December Accounts Payable - |
December Accounts Payable - |
31, 2021 Contract liabilities 23,223 |
September 30, 2021 Accounts Payable Contract liabilities 2,132 41,788 |
September 30, 2021 Accounts Payable Contract liabilities 2,132 41,788 |
|---|---|---|---|---|---|---|---|---|
| Accounts Payable |
Contract liabilities |
|||||||
| $ - |
25,386 | 41,788 |
- (iii) The following are mainly generated from mutual advance payments for building power facilities between the Group and related parties, which were including in other receivables and other current liabilities:
| Associates Joint ventures Other related parties CFC Less: Impairment allowance Associates Joint ventures |
Other receivables | Other receivables | |
|---|---|---|---|
| September 30, 2022 December 31, 2021 September 30, 2021 $ 381 381 276 52,979 46,078 46,392 189,298 292,952 294,963 (12,075) (10,515) (10,587) $ 230,583 328,896 331,044 Other current liabilities |
September 30, 2021 |
||
| 276 46,392 294,963 (10,587) |
|||
| 331,044 | |||
| September 30, 2022 $ 5,259 25,029 $ 30,288 |
December 31, 2021 165 21,795 21,960 |
September 30, 2021 |
|
| - 21,945 |
|||
| 21,945 |
- (iv) Purchase of property, plant and equipment
| Other related parties | Payables on equipment (classified as other current liabilities) September 30, 2022 December 31, 2021 September 30, 2021 $ 2,240 1,951 1,964 |
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) |
|---|---|---|---|---|---|
| December 31, 2021 1,951 |
September 30, 2021 |
||||
| $ 2,240 |
1,964 |
- (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 September 30, 2022, December 31 and September 30, 2021, the remaining balance on the above disposal amounting to $115,197 thousand, $100,315 thousand and $101,004 thousand, respectively, which has not yet be collected, accounted for as other receivables from related parties.
(Continued)
53
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(vi) Disposal of subsidiaries
The Company disposed all of Apex’s shares to Solarbright during the second quarter of 2021, with the consideration of $198,282 thousand and the profit of $83 thousand.
- (vii) Acquisitions of financial assets
The Company acquired the marketable securities of Top Green Energy Technologies Inc. from Apex during the second quarter of 2021, with the consideration of $27,098 thousand.
- (c) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Share-based payments Total |
For the three months ended September 30, 2022 2021 $ 19,328 15,836 287 361 (1) 500 $ 19,614 16,697 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2022 $ 19,328 287 (1) $ 19,614 |
2022 52,493 922 151 53,566 |
2021 | |
| 48,832 1,084 1,611 |
|||
| 51,527 |
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 | September 30, 2022 $ 3,576,229 2,493,965 - - 1,015,156 - 140,787 - $ 7,226,137 |
December 31, 2021 3,908,489 2,569,975 1,253,441 - 1,345,902 - 654,938 31,342 9,764,087 |
September 30, 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 other financial assets and other non-current assets) Inventory Refundable deposit Lease receivables (accounted for as other financial assets and other non-current assets) |
3,036,034 2,595,312 1,153,236 107,550 1,331,532 58,138 738,081 31,713 |
||
| 9,051,596 |
(Continued)
54
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(9) Significant contingent liabilities and unrecognized commitments:
-
(a) Unrecognized contract commitments
-
(i) Unrecognized contract commitments
| Unused letter of credit (in USD thousand) Unused letter of credit (in EUR thousand) Bank guarantee (Note 13(a)) |
September 30, 2022 $ - $ 4,439 $ 3,376,052 |
December 31, 2021 6 553 3,239,679 |
September 30, 2021 |
|---|---|---|---|
| - | |||
| 69 | |||
| 4,756,143 |
- (ii) The Group have obtained orders for power facility construction and contracted the projects out to developers and contractors. The Group entered into construction and materials contract with several contractors, and the unpaid amounts were as follows:
| Unpaid amount | September 30, 2022 $ 3,821,528 |
December 31, 2021 2,178,470 |
September 30, 2021 |
|---|---|---|---|
| 2,132,947 |
-
(iii) The Group agreed to have an obligation to sell the shares of the investees in the specific period, please refer to note 6(b).
-
(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 |
September 30, 2022 $ 2,094,517 $ 164,853 |
December 31, 2021 2,100,857 164,853 |
September 30, 2021 |
|---|---|---|---|
| 2,101,227 | |||
| 164,853 |
- (vii) As of September 30, 2022 and September 30, 2021, the Group issued guarantee for Directorate General of Customs and sales Project, amounting to $822,758 thousand and $911,160 thousand, respectively.
(Continued)
55
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Contingencies
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.
(10) Losses due to major disasters: None
(11) Subsequent Events: Please refer to note 6(ac).
(12) Others:
Employee benefits, depreciation and amortization expense are summarized based on functions as follows:
| Functions Nature |
For the three months ended September 30, 2022 |
For the three months ended September 30, 2022 |
For the three months ended September 30, 2022 |
For the three months ended September 30, 2021 |
For the three months ended September 30, 2021 |
For the three months ended September 30, 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 |
267,457 23,894 9,889 28,465 270,798 - |
112,275 8,111 4,240 4,688 15,826 596 |
379,732 32,005 14,129 33,153 286,624 596 |
272,684 21,065 8,356 34,051 229,141 - |
109,948 10,611 5,675 6,247 29,310 571 |
382,632 31,676 14,031 40,298 258,451 571 |
| Functions Nature |
For the nine months ended September 30, 2022 |
For the nine months ended September 30, 2022 |
For the nine months ended September 30, 2022 |
For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2021 |
For the nine months ended September 30, 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 |
810,529 71,628 29,886 102,638 747,825 - |
328,979 24,288 10,407 13,889 47,745 1,846 |
1,139,508 95,916 40,293 116,527 795,570 1,846 |
727,786 62,183 24,221 73,919 715,062 463 |
335,877 25,245 15,558 17,460 95,938 3,719 |
1,063,663 87,428 39,779 91,379 811,000 4,182 |
(Continued)
56
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- Note: Exclude the depreciation expense of investment property $31,336 thousand, $31,244 thousand, $94,007 thousand and $93,732 thousand during the three months and nine months ended September 30, 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 nine months ended September 30, 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: : Please see Table 3 attached.
-
(v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Group’s paid-in capital: None.
-
(vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Group’s paid-in capital: : None.
-
(vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Group’s paid-in capital: Please see Table 4 attached.
-
(viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital: Please see Table 5 attached.
-
(ix) Information regarding trading in derivative financial instruments: Please refer to Note 6(b) for related information.
-
(x) Significant transactions and business relationship between the parent company and its subsidiaries: Please see Table 6 attached.
-
(b) Information on investees:
The followings are the information on investees for the nine months ended September 30, 2022: Please see Table 7 attached.
(Continued)
57
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(c) Information on investment in Mainland China: Please see Table 8 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.
(14) Segment information:
The Group’s operating segment information and reconciliation are as follows:
| For the nine months ended September 30, 2022 | Solar energy $ 12,068,142 305,082 $ 12,373,224 $ 599,200 Solar energy $ 4,518,505 40,360 $ 4,558,865 $ 143,340 |
System 861,512 - 861,512 51,223 System 227,896 - 227,896 (130,558) |
Others 401,640 - 401,640 (26,798) Others - - - (12,227) |
Reconciliation and elimination |
Total 13,331,294 - |
|---|---|---|---|---|---|
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss For the three months ended September 30, 2022 |
- (305,082) (305,082) - Reconciliation and elimination |
||||
| 13,331,294 | |||||
| 623,625 | |||||
| Total 4,746,401 - |
|||||
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss |
- (40,360) (40,360) - |
||||
| 4,746,401 | |||||
| 555 |
58
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| For the nine months ended September 30, 2021 | Solar energy $ 9,062,865 106,926 $ 9,169,791 $ (375,178) Solar energy $ 3,200,557 63,898 $ 3,264,455 $ (33,408) |
System 951,152 - 951,152 (246,325) System 240,572 - 240,572 (36,343) |
Others 164,457 - 164,457 (37,834) Others 62,694 - 62,694 (3,461) |
Reconciliation and elimination |
Total 10,178,474 - 10,178,474 (648,173) Total 3,503,823 - 3,503,823 (62,048) |
|---|---|---|---|---|---|
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss For the three months ended September 30, 2021 |
- (106,926) (106,926) 11,164 Reconciliation and elimination |
||||
| Revenue Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss |
- (63,898) (63,898) 11,164 |
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE NINE MONTHS ENDED September 30, 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) |
3,270,481 3,270,481 3,270,481 874,970 874,970 |
500,000 1,810,000 476,625 270,088 319,339 |
500,000 1,810,000 476,625 270,088 319,339 |
- 643,470 - 270,088 319,339 |
- - - - - |
3.06 11.07 2.91 30.87 36.50 |
8,176,203 8,176,203 8,176,203 1,749,940 1,749,940 |
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)
~ 59 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES MARKETABLE SECURITIES HELD
September 30, 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 | 2022.9.30 | Note | |||
| Number of Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||
| The Company | Shares CTCI Corporation GIGA SOLAR MATERIALS CORPORATION ThinTech Materials Technology Co., Ltd. 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 DS Energy Technology Co., Ltd. United Renewable Energy Engineering Co. ,Ltd. 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- 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 fair value through other comprehensive income- non-current Financial assets at amortized cost- non-current |
3,003 266 7,000 2,226 200 531 - - 1,500 1,450 57,300 24 |
136,937 29,691 162,330 121,848 2,000 8,188 - - 71,523 5,616 133,763 - |
0.38% 0.35% 9.52% 1.61% 2.00% 10.00% 26.09% 28.07% 0.43% 12.14% 60.00% 100.00% |
136,937 29,691 162,330 121,848 2,000 8,188 - - 71,523 5,616 133,763 - |
1 2 |
Note 1: It is a private stock which subject to transfer restrictions in accordance with Article 43-8 of the Securities and Exchange Act. Note 2: It is preference share.
(Continued)
~ 60 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED AT COSTS OR PRICES OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED September 30, 2022
TABLE 3
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 3 | (In Thousands of New Taiwan Dollars, U | (In Thousands of New Taiwan Dollars, U | (In Thousands of New Taiwan Dollars, U | (In Thousands of New Taiwan Dollars, U | nless Stated Otherwise) | nless Stated Otherwise) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Type and Name of Marketable Securities |
Financial Statement Account | Counterparty | Relationship | Beginning Balance | Acquisition | Disposal | Ending Balance | ||||||
| Shares (thousands) |
Amount | Shares (thousands) |
Amount | Shares (thousands) |
Amount | Carrying Amount |
Gain (Loss) on Disposal |
Shares (thousands) |
Amount | |||||
| The Company | Shares Shares-Utech |
Investment accounted for using the equity method | (Note1) | Subsidiary | 28,491 | (988,430) | 37,999 | 379,985 | (25,394) | - | - | (61,056) (Note2) |
41,096 | (669,501) |
Note 1 : Due to capital reduction to cover losses.
Note 2 : Included share of loss (gains) of associates accounted for using equity method and cumulative translation adjustment.
Note 3 : The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
~ 61 ~
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 NINE MONTHS ENDED September 30, 2022
TABLE 4
(In Thousands of New Taiwan Dollars)
| TABLE 4 | (In Th | (In Th | ousands of New Taiwan D | ousands of New Taiwan D | ollars) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer/Seller | Related Party | Relationship | Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Note | |||||
| Purchase/ Sale |
Amount | % to Total | Payment Terms | Unit Price | Payment Terms |
Ending Balance |
% to Total | ||||
| The Company The Company NSP System NSP System |
Utech Gintech(Tailand) Yong Liang Apex |
Subsidiary Grandson company Associate Associate |
Purchase Purchase Contracted project Sales and contracted project |
193,760 277,651 252,005 106,471 |
2% 3% 52% 22% |
OA 14 days after receipt 60 days from the invoice date 14 days from the invoice date 14~15 days from the invoice date |
- - - - |
- - - - |
(94,877) (140,066) - 15,215 |
(7.77%) (11.47%) -% 42.10% |
1 1 1,2 2 |
Note 1 : The aforementioned inter-company transactions have been eliminated in the consolidated financial statements.
(Continued)
Note 2:The contracted company recognizes its construction revenue through percentage of completion method, and the amount of sales included.
~ 62 ~
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 NINE MONTHS ENDED September 30, 2022
TABLE 5
(In Thousands of New Taiwan Dollars)
| TABLE 5 | (In Th | (In Th | ousands of New T | aiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate (Note1) |
Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|
| Amount | Actions Taken | |||||||
| The Company The Company The Company The Company GES USA DelSolar US TEV II Beryl NSP NEVADA GES UK Gintech(Tailand) USD1 NSP BVI |
DelSolar US GES ME NSP NEVADA NSP System Munisol Beryl TEV Solar CFC GES USA GES USA The Company Beryl CFY |
Subsidiary Subsidiary Subsidiary Subsidiary Grandson company Subsidiary Subsidiary Associate Subsidiary Subsidiary Parent company Associate Other relatedparty |
765,030 657,011 559,850 144,390 938,222 800,364 625,177 308,024 428,968 184,500 140,066 121,346 115,197 |
- - - - - - - - - - 4.17 - - |
765,030 657,011 559,850 - - - - - - 184,500 140,066 - 115,197 |
Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable according to the financial situation Receivable accordingto the schedule of signingcontracts |
- - - - - - - - 125,609 - - - - |
- - - - - - - - - - - - - |
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)
~ 63 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE NINE MONTHS ENDED September 30, 2022
TABLE 6
(In Thousands of New Taiwan Dollars)
| TABLE 6 | (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 1 2 3 4 5 |
The Company The Company The Company The Company The Company DeSolar US NSP System GES USA GES USA TEV II |
DelSolar US NSP NEVADA GES ME Gintech(Thailand) Utech Beryl Yong Liang Munisol NSP NEVADA TEV Solar |
1 1 1 1 1 3 3 3 3 3 |
Other receivable Other receivable Other receivable Purchase Purchase Other receivable Sales revenue Other receivable Other expense payable Other receivable |
765,030 559,850 657,011 277,651 193,760 800,364 252,005 938,222 428,968 625,177 |
Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 |
2% 2% 2% 2% 2% 2% 2% 3% 1% 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)
~ 64 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES
INVESTEES(EXCLUDING INFORMATION ON INVESTEES IN MAINLAND CHINA)
FOR THE NINE MONTHS ENDED September 30, 2022
TABLE 7
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 7 | (In Thousands of N | (In Thousands of N | (In Thousands of N | ew Taiwan Dollars, Unless Stated | ew Taiwan Dollars, Unless Stated | Otherwise) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company |
Investee Company | Location | Main Businesses and Products | Investment Amount | Balance as of September 30, 2022 | Investee recognized | Note | ||||
| September 30, 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 28,165 NTD 144,200 NTD 24,121 NTD - NTD 29,743 NTD - NTD 9,720 NTD 1,477,049 NTD 249,000 NTD 59,000 NTD - NTD 2,747,371 NTD 417,692 NTD 114,084 NTD 34,341 NTD 14,500 NTD - NTD - NTD 20,100 NTD 2,100 NTD - NTD 30,000 USD 64,406 USD 64,155 USD 61,530 EUR 23 USD 7,025 JPY - |
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 4 580 14,420 3,500 - 1,250 - 1,000 41,096 24,900 - - 89,133 97,701 7,789 13,460 1,450 - - 2,010 210 - 9,000 62,188 20,920 62,766 23 5,540 - |
100% 100% 100% 100% 100% 100% 100% - 100% - 100% 99.99% 25.70% 100% - 100% 42.12% 28.64% 36.38% 12.14% - - 100% 100% - 30% 100% 100% 100% 90% 100% - |
801,098 337,571 121,749 (72,821) 55,329 55,247 34,878 - 18,327 - 9,929 (669,501) 229,151 2,271 - 1,170,269 75,269 52,111 - - - - 19,935 585 - 94,254 801,098 793,334 874,970 944 31,625 - |
49,193 (262,052) (338) (129,288) 8,248 19,464 (439) - (115) - 44 (63,374) 18,029 (3,605) - 84,388 4,261 24,266 81,914 (6,654) - - (115) (1) - 13,588 49,193 49,202 (33,914) (86) 136,580 (135) |
49,193 (262,052) (338) (129,288) 8,248 (8,329) (439) - (115) (321) 44 (63,316) 5,498 (3,605) - 84,388 1,795 4,380 - (934) - - (115) (1) - 4,076 - - - - - - |
Note 9 Note 10 Note 7 Note 7 Note 7 Note 1 Note 1 Note 1 Note 11 Note 6 Note 6 Note 6 Note 1 Note 5 Note 5 Note 5 Note 5 Note 5 Note 5、6 |
(Continued)
~ 65 ~
| Investor Company | Investee Company | Location | Main Businesses and Products |
Investment Amount | Investment Amount | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Investee recognized | Investee recognized | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | December 31, 2021 | Shares (Thousands) |
% of Ownership |
Carrying Value |
Net Income (Loss) of the Investee |
Investment Gain (Loss) |
|||||
| GES USA GES CANADA MEGATWO 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 - 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 - - 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% - 100% 100% 100% 100% 100% 100% 100% 100% 67.59% 100% 100% 100% 100% 100% 100% 66.19% 100% 100% 100% |
54,331 18,613 11,992 5,193 539 62,919 299,709 (2,552) 2,932 (390) 18,613 9,797 (23,021) 13,744 11,373 (141,030) 46,344 - 420,704 (1,337) 14,441 15,586 17,400 1,936 15,869 11,461 791,788 401,962 340,879 58,095 257,888 38,321 2,940 625,071 607,542 315,708 16,842 |
(4,733) 2,597 1,467 359 182 1,310 (10,799) 166 477 (23) (285) 64 (201) 805 608 (6,487) (3,548) - (4,709) 63 629 594 (305) (356) 824 144 (7,518) (2,586) (2,407) (410) (1,687) (254) 15 2,361 1,277 1,234 24 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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 5,7 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)
~ 66 ~
| Investor Company | Investee Company | Location | Main Businesses and Products | Investment Amount | Investment Amount | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Balance as of September 30, 2022 | Investee recognized | Investee recognized | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 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 NSP NEVADA 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 HEYWOOD Livermore Industrial Park Hillsboro 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 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 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 720,100 NTD 720,000 NTD 10,647 NTD 13,981 NTD 20,000 NTD 100 NTD 100 NTD - NTD - USD 120,000 USD 1,448 USD 150 USD 3,100 USD 1,862 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 1,448 USD 150 USD 3,100 USD 1,862 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 - 72,010 72,000 - - 2,000 10 10 - - - - - - - - 14,370 - - - - - - - |
100% 100% 100% 100% 100% 100% 100% 74.30% 80% 60% 100% 100% 100% - - 100% 45% 100% 100% 100% 100% 100% 100% 67% 100% 100% 100% 40% 40% |
- 226,953 49,964 44,564 16,366 53,339 750,726 736,265 11,628 15,529 15,762 (388) (12,452) - - 213,145 37,627 - 31,990 23,763 18,785 143 140,313 - (166,235) 8,808 8,278 1,911 1,911 |
- 7,350 (269,383) 272 52 8,597 12,324 16,866 586 1,264 520 (347) (50) - - 7,282 (3,548) 2,737 769 (1,641) (2,476) 75,146 (62,756) - (276,939) (1,527) (885) - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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 Note 5 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 September 30, 2022, the company had liquidated and dissolved.
Note 7:As of September 30, 2022, the Group disposed of all the equity shares.
Note 8:As of September 30, 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.
Note 10 : The company processed capital reduction and refunded $43,716 thousand (GBP 1,200 thousand) in the second quarter of 2022.
Note 11: The Group has no significant influence on the company in the third quarter of 2022, hence it was reclassified to financial assets at fair value through other comprehensive income. Please refer to note6(c) for details.
~ 67 ~
UNITED RENEWABLE ENERGY CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE NINE MONTHS ENDED September 30, 2022
TABLE 8
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| TABLE 8 | ( | 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 September 30, 2022 |
Net Income (Loss) of the Investee (Note 2) |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of September 30, 2022 |
Accumulated Repatriation of Investment Income as of September 30, 2022 |
|
| Outflow | Inflow | |||||||||||
| DelSolar Wu Jiang | Solar related business |
USD 120,000 $ 3,813,000 |
Note 1 | USD 120,000 $ 3,813,000 |
- | - | USD 120,000 $ 3,813,000 |
7,282 | 100% | 7,282 | 213,145 | - |
| NSP Nanchang | Solar related business |
USD 0 $ - |
Note 1 | USD 5,000 $ 158,875 |
- | - | USD 5,000 $ 158,875 |
- | - | - | - | - |
| Accumulated Outward Remittance for Investments in Mainland China as of September 30, 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 9,811,443 4,558,124 4,754,112 |
||||||||||||
| Accumulated Outward Remittance for Investments in Mainland China as of September 30, 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 4,558,124 |
USD 149,618 4,754,112 |
9,811,443 |
Note 1 : Investments Mainland China through a third region; The Group disposed of all the shares of NSP Nanchang in the third quarter of 2020. Note 2 : Subsidiaries mentioned above were recognized on the basis of unaudited financial statements as September 30, 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 September 30, 2022.
~ 68 ~