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JDS — Annual Report 2018
Jul 19, 2019
52390_rns_2019-07-19_800da550-a269-4076-9227-8373f74a5851.pdf
Annual Report
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JOURDENESS GROUP LIMITED
Annual Report 2018
Annual report website: http://mops.twse.com.tw/ Company website: http://www.jourdeness.com.tw/
Published on May 31[st] , 2019.
- I. Name, position, telephone number, and email address of the spokesperson and deputy spokesperson:
Name of spokesperson: Chia-Chi Chen Position: General manager of JOURDENESS GROUP LIMITED
Email address: [email protected] Telephone number: (886)4-22922999
Deputy spokesperson: Hsiao-Hui Cheng Position: Chief financial officer of JOURDENESS GROUP LIMITED
Email address: [email protected] Telephone number: (886)4-22922999
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II. Address and telephone number of the head office, branch office, and factory:
-
(I) Head office
Name ： JOURDENESS GROUP LIMITED Website ： http ： //www.jourdeness.com Address ： The Grand Pavilion Commercial Telephone ： (886)4-22922999 Centre,Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies
(II) Subsidiary office and branch office
- Subsidiary office
Name ： Success United Limited Website ： http ： //www.jourdeness.com Address ： Offshore Chambers, P.O.Box 217 Apia, Telephone ： (886)4-22922999 Samoa
Name ： JOURDENESS DEVELOPMENT LIMITED Website ： http ： //www.jourdeness.com Address ： Unit 706 Haleson Bldg 1 Jubilee ST Central Telephone ： (886)4-22922999 HK Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Address ： No. 812 and No. 816, Sec. 1, Zhongqing Telephone ： (886)4-22922999 Rd., Laiwang Vil., North Dist., Taichung City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.com.cn Address ： No. 186, Junda in the north of East Dist., Telephone ： (86)2082091618 Economic and Technological Development Zone, Guangzhou Name ： Jourdeness (Guangzhou) Cosmetology Website ： http ： //www.jourdeness.com.cn Enterprise Management Co., Ltd. Address ： Rm. 11C05, No. 197, Guangzhou Dadaobei Telephone ： (86)2037598670 Rd., Yuexiu Dist., Guangzhou City Name ： Chengdu Jourdeness Enterprise Management Website ： http ： //www.jourdeness.cn Consulting Co., Ltd. Address ： 7F., No. 47 Huaishu St., QingyangDist., Telephone ： (86)028-86600788 Chengdu City Name ： Changsha Jourdeness Enterprise Management Website ： http ： //www.jourdeness.cn Consulting Co., Ltd. Address ： 5F., Ferris Wheel Pavement in Sports New Telephone ： (86)0731-85139400 Town, Tianxin Dist., Changsha City Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Website ： http ： //www.jourdeness.com
Bhd.
Address ： 38-1,JALAN USJ 10/1E, TAIPAN, 47620 Telephone ： (6)03 -56210213 SUBANG JAYA,SELANGOR
- Branch company Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taichung hall Branch Office Address ： 1, 2, 3, 4F., No. 812, Sec. 1, Zhongqing Rd., Telephone ： (886)4-22915588 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Zhongxiao Branch Office Address ： 2F., No. 122, Sec. 2, Zhongxiao E. Rd., Telephone ： (886)2-23278800 Zhongzheng Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Nanjing 3rd Branch Office Address ： 1-2F., No. 16, Chang’an W. Rd., Zhongshan Telephone ： (886)2-25213118 Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Heping Branch Office Address ： 1F., No. 6, Ln. 59, Sec. 2, Anhe Rd., Da’an Telephone ： (886)2-27366412 Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Xinyi Branch Office Address ： 1, 2 and 3F., No. 52, Sec. 4, Xinyi Rd., Telephone ： (886)2-27542507 Da’an Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Ren’ai Branch Office Address ： 1F., No. 25, Ln. 219, Sec. 1, Fuxing S. Rd., Telephone ： (886)2-27416092 Da’an Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Guilin Branch Office Address ： 1-3F., No. 110, Sec. 3, Heping W. Rd., Telephone ： (886)2-23027789 Wanhua Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Banqiao Branch Office Address ： 1F., No. 299, Sec. 1, Zhongshan Rd., Telephone ： (886)2-29623136 Banqiao Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Jianguo Branch Office Address ： 1F., No. 8-1, Jianguo Rd., Xindian Dist., Telephone ： (886)2-29185425 New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Beixin Branch Office Address ： 1F., No. 53, Sec. 1, Beixin Rd., Xindian Telephone ： (886)2-29116499 Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yonghe Branch Office Address ： 1F., No. 35, Zhulin Rd., Yonghe Dist., New Telephone ： (886)2-89251809 Taipei City
Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Zhonghe Branch Office Address ： 1F., No. 58, Anping Rd., Zhonghe Dist., Telephone ： (886)2-89419835 New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Dazhi branch office Address ： B1 and 1F., No. 23, Aly. 7, Ln. 397, Telephone ： (886)2-25325985 Mingshui Rd., Zhongshan Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Nanjing 2nd branch office Address ： No. 133, 133-1 and 133-2, Sec. 5, Nanjing Telephone ： (886)2-27467984 E. Rd., Songshan Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yongji Branch Office Address ： No. 96 and 1F., No.98 and 1-2F No. 100, Telephone ： (886)2-27888133 Dongxin St., Nangang Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Neihu Branch Office Address ： 1, 2F., No. 347, Sec. 2, Neihu Rd., Neihu Telephone ： (886)2-27946510 Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Ren 1st Branch Office Address ： 1, 2F., No. 177, Ren 1st Rd., Ren’ai Dist., Telephone ： (886)2-24279257 Keelung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yilan Branch Office Address ： No. 45, Zhongzheng Rd., Luodong Telephone ： (886)3-9577200 Township, Yilan County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yilan Zhongshan 1st Branch Office Address ： 1-3F., No. 201-1, Sec. 3, Zhongshan Rd., Telephone ： (886) 3-9367849 Yilan City, Yilan County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Hualien Zhonghua Branch Office Address ： 1F., No. 186-1, Zhonghua Rd., Hualien City Telephone ： (886)3-8312926 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Minsheng West Branch Office Address ： 1, 2F., No. 73, Minsheng W. Rd., Datong Telephone ： (886)2-25579690 Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Nanjing 1[st] Branch Office Address ： 1F., No. 52 and 1F., No. 50, Zhulun St., Telephone ： (886)2-87734383 Zhongshan Dist., Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Tianmu Branch Office Address ： 1F., No. 158, Dexing E. Rd., Shilin Dist., Telephone ： (886)2-28327322 Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Shilin Branch Office
Address ： No. 309, Wenlin Rd., Shilin Dist., Taipei Telephone ： (886)2-88613141 City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Sanchong Branch Office Address ： 1, 2F., No. 271, Zhengyi N. Rd., Sanchong Telephone ： (886)2-89820240 Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Xinzhuang Branch Office Address ： 1F., No. 369, Zhongzheng Rd., Xinzhuang Telephone ： (886)2-22037420 Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Tucheng Zhongyang 1[st] Branch Office Address ： 1-2F., No. 153, Sec. 1, Zhongyang Rd., Telephone ： (886)2 -82621985 Tucheng Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Linkou Zhongzheng 1[st] Branch Office Address ： 1-2F., No. 94, Zhongzheng Rd., Linkou Telephone ： (886)2 -26030338 Dist., New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Sanxia Minsheng Branch Office Address ： 1, 2F., No. 134, Minsheng St., Sanxia Dist., Telephone ： (886) 2-26721499 New Taipei City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Zhongli Zhongfeng Branch Office Address ： No. 297, Xinsheng Rd., Zhongli Dist., Telephone ： (886)3-4276386 Taoyuan City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Fude Branch Office Address ： No. 72, Fude Rd., Zhongli Dist., Taoyuan Telephone ： (886)3-4342196 City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Longtan Branch Office Address ： No. 187-3, Zhongzheng Rd., Longtan Dist., Telephone ： (886)3-4809953 Taoyuan City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taoyuan Minsheng Branch Office Address ： No. 85, Minsheng Rd., Taoyuan City Telephone ： (886)3-3377878 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taoyuan Zhongshan Branch Office Address ： No. 622, Zhongshan Rd., Taoyuan City Telephone ： (886)3-3327255 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taoyuan Luzhu Branch Office Address ： No. 329, Zhongzheng Rd., Luzhu Dist., Telephone ： (886)3-2125522 Taoyuan City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Bade Taoying Branch Office Address ： 1-2F., No. 109, Taoying Rd., Bade Dist., Telephone ： (886)3-3769759 Taoyuan City
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
|---|---|
| Hsinchu Guanghua Branch Office | |
| Address：No. 19, Guanghua E. St., North Dist., | Telephone：(886)3-5439331 |
| Hsinchu City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Zhulian Branch Office | |
| Address：No. 160, Xida Rd., East Dist., Hsinchu City | Telephone：(886)3-5626586 |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Hsinchu Guangfu Branch Office | |
| Address：No. 98, Guanxin 2nd St., Hsinchu City | Telephone：(886)3-5776998 |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Zhubei Branch Office | |
| Address：No. 257, Wenxin Rd., Zhubei City, Hsinchu | Telephone：(886)3-5529922 |
| County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Zhudong Branch Office | |
| Address：No. 205, Sec. 3, Changchun Rd., Zhudong | Telephone：(886)3-5947466 |
| Township, Hsinchu County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Xinfeng Jianxing Branch Office | |
| Address：No. 156-1, Sec. 1, Jianxing Rd., Xinfeng | Telephone：(886)3-3375667 |
| Township, Hsinchu County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Hsinchu Shuiyuan Branch Office | |
| Address：1-2F., No. 65, Shuiyuan St., East Dist., | Telephone：(886) 3-5751977 |
| Hsinchu City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Hukou Dasheng 1st Branch Office | |
| Address：1-2F., No. 128, Dasheng Rd., Hukou | Telephone：(886) 3-5998955 |
| Township, Hsinchu County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Zhubei Zhuangjing 1st Branch Office | |
| Address：1-2F., No. 81, Zhuangjing 5th St., Zhubei | Telephone：(886) 3-5501289 |
| City, Hsinchu County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Miaoli Minzu1st Branch Office | |
| Address：1-2F., No. 72, Minzu Rd., Miaoli City, | Telephone：(886) -37-375586 |
| Miaoli County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Miaoli Zhongshan Branch Office | |
| Address：1-2F., No. 751, Zhongshan Rd., Miaoli City | Telephone：(886)37-369266 |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Zhunan Branch Office | |
| Address：1-3F., No. 77, Huadong St., Zhunan | Telephone：(886)37-550137 |
| Township, Miaoli County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Toufen Branch Office | |
| Address：1-2F., No. 257, Heping Rd., Toufen City, | Telephone：(886)37-595395 |
Miaoli County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yuanli Shijie 1st Branch Office Address ： No. 26, Sec. 1, Shijie Rd., Yuanli Township, Telephone ： (886)37-866869 Miaoli County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taichung Fuxing Branch Office Address ： No. 361, Sec. 3, Fuxing Rd., South Dist., Telephone ： (886)4-22296600 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Xiangshang 1st Branch Office Address ： No. 54, Sec. 1, Xiangshang Rd., West Dist., Telephone ： (886) 4-23021158 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taichung Gongxue Branch Office Address ： 1F., No. 26-9,10, Sec. 2, Fuxing Rd., South Telephone ： (886)4-22659009 Dist., Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Beitun Branch Office Address ： No. 75, Sec. 1, Changping Rd., Beitun Dist., Telephone ： (886)4-22385168 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taiping Branch Office Address ： 1F., No. 128, Sec. 1, Xinping Rd., Taiping Telephone ： (886)4-22739978 Dist., Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Fengyuan Zhongshan Branch Office Address ： 1-2F., No. 290, Xiangyang Rd., Fengyuan Telephone ： (886)4-25122088 Dist., Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Tanzi Zhongshan 1 Branch Office Address ： No. 373, Sec. 2, Zhongshan Rd., Tanzi Dist., Telephone ： (886)4-25323707 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Dajia Branch Office Address ： No. 263, 263-1, 263-2, 265 Guangming Rd., Telephone ： (886)4-26877078 Dajia Dist., Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Dali Guoguang Branch Office Address ： 1-3F., No. 336, Sec. 2, Guoguang Rd., Dali Telephone ： (886) 4-24823505 Dist., Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taichung Qinghai 1st Branch Office Address ： No. 56, Sec. 3, Wenxin Rd., Xitun Dist., Telephone ： (886)4-23173566 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Dadun 1st Branch Office Address ： No. 879, Dadun Rd., Xitun Dist., Taichung Telephone ： (886)4-23203266 City
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
|---|---|
| Dali Branch Office | |
| Address：No. 548, Sec. 2, Zhongxing Rd., Dali Dist., | Telephone：(886)4-24873839 |
| Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Wuri Branch Office | |
| Address：1-3F., No. 566, Zhonghua Rd., Wuri Dist., | Telephone：(886)4-23372828 |
| Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Dongshi Branch Office | |
| Address：No. 278, Fengshi Rd., Dongshi Dist., | Telephone：(886)4-25881112 |
| Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Nantou Branch Office | |
| Address：1-2F., No. 7, 1st St., Zhongxing Rd., Nantou | Telephone：(886)49-2244885 |
| City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Caotun Zhongshan Branch Office | |
| Address：No. 218, Zhongshan St., Caotun Township, | Telephone：(886)49-2356611 |
| Nantou County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Fuke Branch Office | |
| Address：1-2F., No. 332, Fuke Rd., Xitun Dist., | Telephone：(886)4-24635559 |
| Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Flagship Store II Branch Office | |
| Address：No. 150, Wuquan Rd., Helong Vil., West | Telephone：(886)4-22083333 |
| Dist., Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Daya 1st Branch Office | |
| Address：1-2F., No. 317, Daya Rd., Daya Dist., | Telephone：(886)4-25604438 |
| Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Fengyuan 2nd Branch Office | |
| Address：1-3F., No. 133, Yuanhuan E. Rd., Fengyuan | Telephone：(886)4-25288813 |
| Dist., Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Fengjia 1st Branch Office | |
| Address：1-3F., No. 368, Sec. 2, Henan Rd., Xitun | Telephone：(886)4-24522828 |
| Dist., Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Taichung Meicun 1st Branch Office | |
| Address：1-3F., No. 61, Sec. 1, Meicun Rd., West | Telephone：(886)4-23235778 |
| Dist., Taichung City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Changhua Sanmin Branch Office | |
| Address：1-2F., No. 119, Sanmin Rd., Changhua City | Telephone：(886)4-7269119 |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
|---|---|
| Changhua Zhongyang Branch Office | |
| Address：No. 7, Zhongyang Rd., Changhua City | Telephone：(886)4-7521112 |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Hemei Daozhou Branch Office | |
| Address：No. 521 and 523, Daozhou Rd., Hemei | Telephone：(886)47-572038 |
| Township, Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Changhua Lukang 1st Branch Office | |
| Address：2F., No. 201, Donglong Rd., and 1-2F., No. | Telephone：(886) 4-7747888 |
| 18 1-2F., No. 20, Ludong Rd., Lukang Township, | |
| Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Yuanlin Minsheng Branch Office | |
| Address：No. 150, Minsheng Rd., Yuanlin City, | Telephone：(886) 4-8371125 |
| Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Yuanlin Nanchang Branch Office | |
| Address：No. 18, Ln. 109, Zhishan St., Yuanlin City, | Telephone：(886)4-8373438 |
| Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Beidou Branch Office | |
| Address：No. 238, Zhonghua Rd., Xinzheng Vil., | Telephone：(886)4-8877227 |
| Beidou Township, Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Erlin Branch Office | |
| Address：No. 100 and 102, Jianxing St., Erlin | Telephone：(886)4-8956610 |
| Township, Changhua County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Dounan Zhongshan Branch Office | |
| Address：No. 303, Wenchang Rd., Dounan Township, | Telephone：(886)5-5965710 |
| Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Huwei Branch Office | |
| Address：No. 58, Xinyi Rd., Dongren Vil., Huwei | Telephone：(886)5-6337110 |
| Township, Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Douliu Branch Office | |
| Address：No. 107-5, Zhenbei Rd., Gong cheng Vil., | Telephone：(886)5-5334597 |
| Douliu City, Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Douliu Minsheng Branch Office | |
| Address：No. 165, Minsheng S. Rd., Douliu City, | Telephone：(886)5-5331631 |
| Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Xiluo Branch Office | |
| Address：No. 279 and 218, Yanping Rd., Xiluo | Telephone：(886)5-5881789 |
| Township, Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Wufeng Branch Office | |
|---|---|
| Address：No. 211-3, Minguo Rd., East Dist., Chiayi | Telephone：(886)5-2753579 |
| City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Xinmin Branch Office | |
| Address：1-3F., No. 698, Xinmin Rd., West Dist., | Telephone：(886)5-2351772 |
| Chiayi City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Wufeng south Rd. Branch Office | |
| Address：1-2F., No. 119, Guanghua Rd., East Dist., | Telephone：(886)5-2278733 |
| Chiayi City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Junhui Branch Office | |
| Address：No. 326, Wufeng south Rd., East Dist., | Telephone：(886)5-2305188 |
| Chiayi City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Shengping Branch Office | |
| Address：No. 26 and 29, Wenhua Rd., Minxiong | Telephone：(886)5-2064800 |
| Township, Chiayi County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Puzi 1st Branch Office | |
| Address：1-3F., No. 3-5, Pinghe Rd., Puzi City, Chiayi | Telephone：(886) 5-3791688 |
| County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Chiayi Deming Branch Office | |
| Address：1-3F., No. 315, Zhongxing Rd., West Dist., | Telephone：(886) 5-2335688 |
| Chiayi City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Beigang Branch Office | |
| Address：1-3F., No. 149, Huasheng Rd., Beigang | Telephone：(886)5-7836889 |
| Township, Yunlin County | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Tainan Wenhua Branch Office | |
| Address：No. 243, Chongshan Rd., East Dist., Tainan | Telephone：(886)6-2686266 |
| City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Tainan Chenggong Branch Office | |
| Address：1-3F., No. 87, Chenggong Rd., North Dist., | Telephone：(886)6-2219009 |
| Tainan City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Tainan Zhonghua Branch Office | |
| Address：No. 481-5, Zhonghua Rd., Yongkang Dist., | Telephone：(886)6-2012455 |
| Tainan City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Jiali Branch Office | |
| Address：No. 180, Wenhua Rd., Dongning Vil., Jiali | Telephone：(886)6-7216556 |
| Dist., Tainan City | |
| Name：Bio-Jourdeness International Group Co., Ltd. | Website：http：//www.jourdeness.com |
| Xinying Branch Office |
Address ： No. 58-1, Sanmin Rd., Xinying Dist., Tainan Telephone ： (886)6-6379916 City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Tainan Haidian 1st Branch Office Telephone ： (886)6-2808168 Address ： 1-3F., No. 135, Sec. 1, Haidian Rd., Haidian Vli., Annan Dist., Tainan City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Tainan Yongda 1st Branch Office Address ： 1-2F., No. 79, Sec. 2, Yongda Rd., Telephone ： (886) 6-2728668 Yongkang Dist., Tainan City Website ： http ： //www.jourdeness.com Name ： Bio-Jourdeness International Group Co., Ltd. Telephone ： (886) 6-2646608 Tainan Jiankang Branch Office Address ： 1-3F., No. 121, Sec. 2, Jiankang Rd., Xinxing Vil., South Dist., Tainan City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Kaohsiung Wufu Branch Office Address ： No. 272, Heping 1st Rd., Lingya Dist., Telephone ： (886)7-2256227 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Jiuru Branch Office Address ： No. 431, Shiquan 1st Rd., Sanmin Dist., Telephone ： (886)7-3126512 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Jiangong Branch Office Address ： No. 656, Jiangong Rd., Sanmin Dist., Telephone ： (886)7-3975297 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Junxiao Branch Office Address ： No. 931, Junxiao Rd., Nanzi Dist., Telephone ： (886)7-3662858 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Nanzi Branch Office Address ： No. 149, Jiannan Rd., Nanzi Dist., Telephone ： (886)7-3511300 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Zuoying Buhou Branch Office Address ： 1-3F., No. 16-1, Buhou St., Zuoying Dist., Telephone ： (886)7-5856168 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Zhisheng Branch Office Address ： No. 137, Zhisheng Rd., Zuoying Dist., Telephone ： (886)7-5584809 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Mingcheng Branch Office Address ： No. 394, Mingcheng 2nd Rd., Zuoying Telephone ： (886)7-5568807 Dist., Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Gangshan Branch Office Address ： 1-2F., No. 64-6, Liuqiao W. Rd., Gangshan Telephone ： (886)7-6260822
Dist., Kaohsiung City
Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Kaohsiung Qingnian Branch Office Address ： 1-2F., No. 85-1, 1-2F., No. 85, Qingnian 2nd Telephone ： (886)7-2695975 Rd., Lingya Dist., Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Yixin Branch Office Address ： No. 480, Yixin 1st Rd., Qianzhen Dist., Telephone ： (886)7-5373178 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Xiaogang Branch Office Address ： 1-2F., No. 675, Hongping Rd., Xiaogang Telephone ： (886)7-8015799 Dist., Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Fengshan Branch Office Address ： 1F., No. 177, Ziyou Rd., Fengshan Dist., Telephone ： (886)7-7102181 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Daliao Branch Office Address ： 1F., No. 136, Fenglin 4th Rd., Daliao Dist., Telephone ： (886)7-7831818 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Linyuan Branch Office Address ： 1F., No. 46, Zhongyi 2nd St., Linyuan Dist., Telephone ： (886)7-6429836 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Kaohsiung Wujia 1st Branch Office Address ： 1-2F., No. 374, Wujia 2nd Rd., Fengshan Telephone ： (886) 7-7686881 Dist., Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Kaohsiung Yihua Branch Office Address ： 1-2F., No. 70, Yihua Rd., Sanmin Dist., Telephone ： (886) 7-3981538 Kaohsiung City Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Pingtung Minsheng Branch Office Address ： No. 231, Minsheng Rd., Pingtung City Telephone ： (886)8-7345272 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Pingtung Jianguo Branch Office Address ： No. 186, Zhongshan Rd., Pingtung City Telephone ： (886)8-7666757 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Chaozhou Branch Office Address ： No. 52, Yongde Rd., Chaozhou Township, Telephone ： (886)8-7807217 Pingtung County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Donggang Branch Office Address ： No. 329, Sec. 1, Guangfu Rd., Xingdong Telephone ： (886)8-8337953 Vil., Donggang Township, Pingtung County Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com
Taitung Zhengqi Branch Office Address ： No. 179, Zhengqi Rd., Taitung City Telephone ： (886)89-331118 Name ： Bio-Jourdeness International Group Co., Ltd. Website ： http ： //www.jourdeness.com Taitung 2nd store Branch Office Address ： No. 492, Gengsheng Rd., Taitung City Telephone ： (886)89-333218 Name ： Jourdeness (Guangzhou) Cosmetology Website ： http ： //www.jourdeness.cn Enterprise Management Co., Ltd. Guangzhou 1st Branch Office Address ： No. 4 East Sixth St., Erma Rd., Yuexiu Dist., Telephone ： (86) 020-83601981 Guangzhou City Name ： Jourdeness (Guangzhou) Cosmetology Website ： http ： //www.jourdeness.cn Enterprise Management Co., Ltd.Guangzhou 2nd Branch Office Address ： Rm. 105, No., 90 Yingyuan Rd., Yuexiu Telephone ： (86) 020-83540035 Dist., Guangzhou Name ： Jourdeness (Guangzhou) Cosmetology Website ： http ： //www.jourdeness.cn Enterprise Management Co., Ltd. Guangzhou 3rd Branch Office Address ： Rm. 217, 2F., No. 912-974, Binjiang East Telephone ： (86) 020-84218495 Rd., Haizhu District., Guangzhou city Name ： Jourdeness (Guangzhou) Cosmetology Website ： http ： //www.jourdeness.cn Enterprise Management Co., Ltd. Beijing Branch Office Address ： Rm. 801, 8F., No. 398., Middle East Rd., Telephone ： (86) 010-64985614 Dongxiaokou Town, Changping Dist., Beijing Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Dongguan City Qifeng Store Address ： Shop 02, Xinhua Building, NO. 178 Telephone ： (86)0769-22336401 Dongcheng Avenue, Dongcheng, Dongguan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn FoshanTongji Plaza Address ： No. 7 and 41, No. 66 Tongji Road, Telephone ： (86)0757-83127601 Chancheng District, Foshan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Daliang Jiaxin Plaza Branch Address ： Shop E414, Phase II, Jiaxin City Square, Telephone ： (86)0757-22800792 Daliang Xingshun Road, Shunde District, Foshan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Foshan Nanhai Huacui South Road Branch Address ： Shop No. 50, Nanhai Summer Palace Telephone ： (86)0757-86677616 Business, No. 6 Huacui South Road, Guicheng Street, Nanhai District, Foshan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Shanghai Zhangyang Road Branch Office Address ： 1-2 Floor, No. 29, 1528 Lane, Zhangyang Telephone ： (86)021-38473012 Road, China (Shanghai) Free Trade Pilot Area Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Shenzhen Honggui Store
| Address：Two Blocks 103,104, Baoquanzhuang, | Telephone：(86)0755-25935906 |
|---|---|
| Honggui Road, Guiyuan Street, Luohu District, | |
| Shenzhen | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Dinghuaimen Store | |
| Address：388-4, -5 Jiangdong North Road, Gulou | Telephone：(86)025-86380799 |
| District, Nanjing | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Kunming Cuihu Store | |
| Address：Three-storey Vice-building of Tonghui | Telephone：(86)0871-65106306 |
| Building, Yuantong Street and Luofeng Street, Wuhua | |
| District, Kunming City, Yunnan Province | |
| (Now:Yuantong Tailong Mansion, 131 Yuantong | |
| Street) | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Kunming Guangfu Store | |
| Address：No. 14, 1-3 storey shop, SY3 Building, | Telephone：(86)0871-64634798 |
| Guangfu Community (Area 1), north of Guangfu Road, | |
| Xishan District, Kunming City, Yunnan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Foshan Nanhai Jiujiang Branch | |
| Address：No. 13 Luoming Building, 19 Xiluopu | Telephone：(86)0757-86512566 |
| Avenue, Jiujiang Town, Nanhai District, Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Wanda Store | |
| Address：Room 120, 255 Shuiximen Street, Jianye | Telephone：(86)025-86441931 |
| District, Nanjing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Yueya Lake Store | |
| Address：No. 18 Dongyuan Road, Xuanwu District, | Telephone：(86)025-84862316 |
| Nanjing City | |
| Website：http：//www.jourdeness.cn | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | |
| Fengzhuang North Road, Shanghai Branch Office | |
| Address：1st Floor, No.463, Fengzhuang North Road, | Telephone：(86)021-39555006 |
| Jiading District, Shanghai | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Lijiang Store | |
| Address：Shop1-1 of Lijiang Garden Liquan Building, | Telephone：(86)020-34708106 |
| Nanpu Island, Luopu Street, Panyu District, Guangzhou | |
| City | |
Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. , Website ： http ： //www.jourdeness.cn Guangzhou Dongsha Store Address ： No.119, Shiqiao Street, Panyu District, Telephone ： (86)020-84646048 Guangzhou City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Guangzhou Binjiang Store
| Address：Shop 105, 156 Binjiang East Road, Haizhu | Telephone：(86)020-86002756 |
|---|---|
| District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Fuyuan Store | |
| Address：No. 54 Fuyuan Road, Baiyun District, | Telephone：(86)020-81813756 |
| Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Donghu Road Branch Office | |
| Address：No. 60-1 Donghu Road, Yuexiu District, | Telephone：(86)020-83796285 |
| Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Dayang Stroe | |
| Address：No.52, Shigu Road, Qinhuai District, | Telephone：(86)025-84705877 |
| Nanjing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijiao Store | |
| Address：Shop 10.11.12, Six Commercial and | Telephone：(86)0757-26320688 |
| Residential Buildings, Dongji Road, Beijiao Town, | |
| Shunde District, Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Tianhe South Store | |
| Address：No. 18 and No. 50, Liuyun 5th Street, | Telephone：(86)020-87577850 |
| Tianhe South Road, Tianhe Dist., Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Junlin Store | |
| Address：Room 301, Building B, Junlin International | Telephone：(86)025-51860325 |
| Plaza, No.5, Guangzhou Road, Gulou District, Nanjing | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Baoye Store | |
| Address：No. 518-6 101, Baoye Road, Haizhu | Telephone：(86)020-84483546 |
| District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Jiangwan Store | |
| Address：1st Floor B15, No. 246-264 Yi'an Road, | Telephone：(86)020-89084736 |
| Haizhu District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing Zhongshan South Store | |
| Address：No.243, Zhongshan South Road, Qinhuai | Telephone：(86)025-68677132 |
| District, Nanjing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanjing New Century Store | |
| Address：Room 1016, No. 1, Ln. Ke, Qinhuai District, | Telephone：(86)025-58007079 |
| Nanjing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Baogang Store | |
| Address：A09, No. 1377 Baogang Avenue, Haizhu | Telephone：(86)020-84300660 |
| District, Guangzhou City |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Chengdu Xiaonan Street Branch | |
| Address：Floor 1, No. 89-91, Xiaonan Street, | Telephone：(86)028-86122068 |
| Qingyang District, Chengdu City, Sichuan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Chengdu Jinxiu Road Branch | |
| Address：Floor 1-2, No.18, Jinxiu Road, Wuhou | Telephone：(86)028-85212875 |
| District, Chengdu City, Sichuan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shenzhen Houhai Store | |
| Address：No. 21, Floor1, Skirt Building, Pearl Garden | Telephone：(86)0755-26480136 |
| Area A, DaoHouhai Road Coast, Yuehai Street, | |
| Nanshan District, Shenzhen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Huabi Store | |
| Address：No. 22 and No. 23 Bihua Commercial 1st | Telephone：(86)020-84565757 |
| Street, Bihua Garden, Bihua Fang, Nancun Town, | |
| Panyu District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shiguang Store | |
| Address：Room 9, 1-2 storey, No. 11 Binjiang | Telephone：(86)0871-65638438 |
| Junyuan, Zhangguan Camp, Panlong District, | |
| Kunming City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Scenic Store | |
| Address：Shop15, buliding II, Citic New Plaza, | Telephone：(86)0769-22853981 |
| Hongfu Hongtu Road, Nancheng Street, Dongguan | |
| District | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Jiazhou Store | |
| Address：No. 107, Longhua Road, Longxi Street, | Telephone：(86)023-67527118 |
| Yubei District, Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Huakai Store | |
| Address：Shop 112 and 113, Building A, Meihua Kai | Telephone：(86)0769-23185218 |
| Square Property, Nancheng Street, Dongguan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Xingpeng Store | |
| Address：No. 01, Future World Garden Phase II Shop, | Telephone：(86)0769-22853851 |
| No. 5 Hongwei Road, Nancheng Street, Dongguan | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Taojin Road Branch | |
| Address：First Floor and Third Floor C Room, No. | Telephone：(86)020-87685266 |
| 98-1 Taojin East Road, Yuexiu District, Guangzhou | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Daliang Wenxiu Store |
| Address：Shop No.4 and No.5 Deyiju, No. 2 Penglai | Telephone：(86)0757-22256685 |
|---|---|
| Road, Wenxiu Residential Committee, Pistrict Daliang | |
| Street Office, Dist.Shunde, Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Huacheng Avenue Store | |
| Address：A3268, A3278 and A3288 on the 4th floor | Telephone：(86)020-38373173 |
| of No. 2 Huacheng Avenue (No. 2), Tianhe District, | |
| Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai Pujian Road Branch Office | |
| Address：ZA15-ZA21 on the second floor of 365 | Telephone：(86)021-58461335 |
| Digital Plaza, No. 1-4, Lane 365, Pujian Road, China | |
| (Shanghai) Free Trade Pilot Area | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| South Section 3 Branch of Chengdu Second Ring Road | |
| Address：No. 38, South Section 3 of Second Ring | Telephone：(86)028-85160908 |
| Road with No. 5, No. 1 and No. 40, No. 1 floors, High- | |
| tech Zone, Chengdu City, Sichuan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Donghe Chuntian Store | |
| Address：No. 1-18, Building E, Longjing Garden, No. | Telephone：(86)023-67796066 |
| 64 Longshan Road, Longxi Street, with No. 23, Yubei | |
| District, Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Huilongwan Store | |
| Address：No. 2, Building-1, No. 68 Huilong Road, | Telephone：(86)15723235280 |
| Haitangxi Street, Nanan District, Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Longhu Store | |
| Address：Bashu. Jinxiu Guangyuan 1-3, No. 175 | Telephone：(86)023-67531728 |
| Xinnan Road, Longxi Street, with No. 5, Yubei | |
| District, Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Chengdu Xiaotianxi Street Branch | |
| Address：No. 7 with No. 2, Longteng East Road, | Telephone：(86)028-85599398 |
| Wuhou District, Chengdu City, Sichuan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Yifeng Store | |
| Address：Room 1120 and 112, No. 9, YuanMei East | Telephone：(86)0769-23132436 |
| Road, Nancheng Street, Dongguan City, Guangzhou | |
| Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Cathay Pacific Store | |
| Address：Shop No. 3-4, No. 1, Cathay Pacific | Telephone：(86)0769-22360770 |
| Building, Qifeng Road, Dongcheng Street, Dongguan | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Garden Store | |
| Address：2nd Floor, Gateway 36, Cuttou Garden | Telephone：(86)0769-23060608 |
| Road, Dongcheng Street, Dongguan City |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Zhongshan 2nd road Branch Office | |
| Address：Room 201, No. 48-1 &48-2, and Room 202 | Telephone：(86)020-87313766 |
| & 203, No. 48-1 &48-2, Zhongshan Road*, Yuexiu | |
| District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Foshan Huayuan Store | |
| Address：No. 104-1, 1st floor, Huayuan East Road, | Telephone：(86)0757-83353976 |
| Chancheng District, Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dushi Store | |
| Address：Part of the First Floor of Pingjie, No. 4, 205 | Telephone：(86)023-65088052 |
| Tianma Road, Shapingba District, Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Chencun Shunlian Plaza Store | |
| Address：Shop B-302, 3rd floor, 2nd block, Shunlian | Telephone：(86)0757-23305558 |
| Square, No. 1-7 Fochen Road, Chencun Town | |
| Composite Residential Committee, Shunde District, | |
| Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Chengdu Ruilian Road Branch | |
| Address：No. 1, 1st floor, 8 buildings, No. 64 and 62 | Telephone：(86)028-87088805 |
| Ruilian Road, Qingyang District, Chengdu City, | |
| Sichuan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Changdao Branch | |
| Address：Second Floor of the Affiliated Building of | Telephone：(86)0731-89853798 |
| the Commerce Department, No. 98, Wuyi Avenue, | |
| Furong District, Changsha City, Hunan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Sifangping Branch | |
| Address：9 facades 104, 105, Four Seasons Beautiful | Telephone：(86)0731-85117398 |
| Community in Kaifu District, Changsha City, Hunan | |
| Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Kaifu Wanda Branch | |
| Address：Kaifu Wanda Plaza B Business Complex | Telephone：(86)0731-82227358 |
| (Including Office Building) 1001, 2ndfloor, 2002B, | |
| No. 589, Zhongshan Road, Kaifu District, Changsha | |
| City, Hunan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Tongzipo Branch | |
| Address：No. 357, Yinpen South Road, Yuelu District, | Telephone：(86)0731-88902118 |
| Changsha City, Hunan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Youyi Road Branch | |
| Address：No. 109, 3 blocks, Shanshuizhou City, No. | Telephone：(86)0731-85319798 |
| 159, Youyi Road, Tianxin District, Changsha City, | |
| Hunan Province |
Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Changsha Xingsha Aidu Branch Address ： Room 401,No. 49, Kaiyuan East Road, Telephone ： (86)0731-84062238 Xingsha Street Office, Changsha County Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Wener West Road, Hangzhou Branch Office Address ： No. 287, Wener West Road, Xihu District, Telephone ： (86)0571-88476761 Hangzhou City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanning Jinzhou Branch Address ： 2-3 Pavement of Langdong Dormitory, Bank Telephone ： (86)0771-5509851 of China Guangxi Branch, No. 16 Jinzhou Road, Qingxiu District, Nanning City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanning Qingshan Branch Address ： Pavement 212 and 213 on the 2nd floor of 8 Telephone ： (86)0771-5300930 buildings in Dongfangyuan, No. 8-2 Qingshan Road, Qingxiu District, Nanning City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanning Fengxiang Branch Address ： Shop S19, Building 7 and 8 of Shangri-La Telephone ： (86)0771-5583778 Garden, No.59, Changhu Road, Nanning City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Liuzhou Youyi International Store Address ： 1st Floor, No. 14, Youyi Guoji, building 11, Telephone ： (86)0772-2854328 No. 4, Youyi Road, Liuzhou City, Guangxi Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Xiangtan Longfeng Jiayuan Branch Address ： South Section of 1st Floor of Longfeng Telephone ： (86)0731-52321298 Jiayuan Complex Building, No. 22 Huanghuatang, Shaoshan West Road, Jiaowan Street, Yuhu District, Xiangtan City, Hunan Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Changsha Wanjiali Road Branch Address ： No. 112, 1st floor, Huacheng Square, Telephone ： (86)0731-84718798 Dongjun, No. 166, Section1, Wanjiali Middle Road, Furong district, Changsha City, Hunan Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Wenyi West Road, Hangzhou Branch Office Address ： No. 203, Wenyi West Road, Xihu District, Telephone ： (86)0571-87758581 Hangzhou City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Hongguzhong Avenue, Nanchang Branch Office Address ： Room 101, Store 1, Century Central City Telephone ： (86)0791-82050373 Building I, No. 555 Yiyuan Road, Honggutan New District, Nanchang City, Jiangxi Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Zhongnan Road Store
| Address：3 Floors, Block C, Central South | Telephone：(86)027-87717546 |
|---|---|
| International City, No. 442 Wulu Road, Wuchang | |
| District | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shuiguohu Branch Office | |
| Address：Part of regions, Fourth Floor, No.11-13 Fruit | Telephone：(86)027-87366586 |
| Lake Cross Road, Wuchang City, Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanchang Xincheng Wuyue Branch Office | |
| Address：Shop No. 2015-1, Second Floor, Wuyue | Telephone：(86)0791-88152820 |
| Square, New Town, No. 77, Aixi Lake North Road, | |
| High-tech Industrial Development Zone, Nanchang | |
| City, Jiangxi Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Bali Haoting Store | |
| Address：Room 02 and 03, 1st floor, Building 12 and | Telephone：(86)027-87573511 |
| 15, Bali Haoting, No. 2, Louyu East Road, East Lake | |
| New Technology Development Zone, Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Vanke City Huajingyuan Store | |
| Address：No. 4, Building 14, Floor 1-2, Huajingyuan | Telephone：(86)027-87370155 |
| Phase II, Wuhan Wanke City, Zhengqiao Village, East | |
| Lake New Technology Development Zone, Wuhan | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Dongge Branch | |
| Address：Pavement No. 20-1A on the first floor and | Telephone：(86)0771-5850481 |
| No. 20-1A on the second floor of scientific research | |
| building, No. 20-1 Dongge Road, Qingxiu District, | |
| Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Taoyuan Branch | |
| Address：No. 213-216, 1-19 axis of Taoyuan | Telephone：(86)0771-5306248 |
| Building, No.86, Taoyuan Road, Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Wuxiang Branch | |
| Address：Stores A13, 14, 17, 18 and 19 on the 1st | Telephone：(86)0771-5505529 |
| floor of Jinhu Commercial and Residential | |
| Community, No. 57, Jinhu Road, Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Zhongshan branch | |
| Address：Four Floors of Block B of Youzixiang | Telephone：(86)027-85557200 |
| Building (374 Jiefang Avenue) in Jianghan District, | |
| Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Xida Branch | |
| Address：Hanlin Huafu 05 Hanley Pavilion No. 2 and | Telephone：(86)0771-3862218 |
| No. 3 Shops, No. 93, Luban Road, Xixiangtang | |
| District, Nanning City |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Chunxiao Road, Hangzhou Branch Office | |
| Address：No. 544 Chunxiao Road, Binjiang District, | Telephone：(86)0571-86854088 |
| Hangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Fuzhou Cangshan Shuidu Branch Office | |
| Address：Store No. 3& 8, Floor 1st, No. 5A1, Shuidu, | Telephone：(86)0591-83053632 |
| Jiangnan, No. 1 Shuian Road, Jinshan Street, Cangshan | |
| District, Fuzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Lianqian East Road Branch Office | |
| Address：No. 629 Lianqian East Road, Siming | Telephone：(86)0592-5960070 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Hubin North Road Branch Office | |
| Address：No. 243-9 Hubin North Road, Siming | Telephone：(86)0592-5059390 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Hexiang East Road Branch Office | |
| Address：Shop No. 27, 12 Hexiang East Road, Siming | Telephone：(86)0592--5814660 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiangtan Dahu Branch | |
| Address：3 buildings, No. 1 Dahunan Road, | Telephone：(86)0731-58265298 |
| Zhongshan Road Street, Yuhu District, Xiangtan City, | |
| Hunan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Quanzhou Fengze Street Branch Office | |
| Address：A-01 and 02 Shops in Fuxin Garden City, | Telephone：(86)0595－22121371 |
| Fengze District, Quanzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Quanzhou Jiangbin North Road Branch Office | |
| Address：No.07 and No.08 of Building 6 and 7 of | Telephone：(86)0595-22131150 |
| Qingyuan Jiangbin Garden, Fengze District, Quanzhou | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hanyang branch | |
| Address：Wanshun Square (third floor of Causeway | Telephone：(86)027-84839666 |
| Bay Square) 5-2#, No. 27, Parrot Avenue, Hanyang | |
| District, Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hexi District, Tianjin Store I | |
| Address：Fengshui Garden 2-115, Southwest Side of | Telephone：(86) 022-88389179 |
| the Junction of Youyi South Road and Pearl River | |
| Road, Hexi District, Tianjin City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hualong Road Store, Tianjin | |
| Address：No. 37 Hualong Road, Hedong District, | Telephone：(86)022-23730356 |
| Tianjin |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Xiamen Hexiang West Road Branch Office | |
| Address：A202, No. 430 Hexiang West Road, Siming | Telephone：(86)0592－2206375 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Douxi Road Branch Office | |
| Address：Room 108, 203 Douxi Road, Siming | Telephone：(86)0592-2209110 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Xiang Branch Office | |
| Address：Unit 101, No. 55, Xiangdian 2nd Road, Huli | Telephone：(86) 0592-5565650 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Xianyue Road Branch Office | |
| Address：Unit 120, No. 553 Xianyue Road, Siming | Telephone：(86)0592--5039077 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Jinjiang Branch Office | |
| Address：No. 124-126 and 224-226 storefronts in 5 | Telephone：(86)0595-88193602 |
| blocks of Fupu Huatai International New Town, | |
| Luoshan Street, Jinjiang City, Quanzhou City, Fujian | |
| Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Xiacheng District Branch Office | |
| Address：Room 203 and Room 204 of Three Peaceful | Telephone：(86)0571-87794897 |
| Residences in Xiacheng District, Hangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shishi city Branch Office | |
| Address：91 Huihao Road, Hubin Street, Shishi City, | Telephone：(86)0595-83925035 |
| Quanzhou City, Fujian Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Siming South Road Branch Office | |
| Address：No. 408-5, Siming South Road, Siming | Telephone：(86)0592-2570011 |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Wenyuan Road Branch Office | |
| Address：Stores 103 and 104, No.54, Wenyuan Road, | Telephone：(86)0592-2022711 |
| Siming District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Zhuankou branch | |
| Address：5F-A-5002, Department Store, Indoor | Telephone：(86)027-84478722 |
| Pedestrian Street, Kaiwanda Square, No.111 Dongfeng | |
| Avenue, Economic Development Zone, Wuhan | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Hangyang International City Branch | |
| Address：5thFloor, L5-009 Shop, Nanning | Telephone：(86)0771-5591067 |
| Convention and Exhibition. Hangyang City Shopping | |
| Center, No. 131 Minzu Avenue, Nanning City |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Yucai Branch | |
| Address：Building 1-2, 1-2 storey Shang 3 (duplex) of | Telephone：(86)027-82618898 |
| Yucai Mingshi, Huaqiao Village, Jiangan District, | |
| Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijing Huilongguan Branch | |
| Address：Room 101,No.3, 1st floor, Builng 2, Longxi | Telephone：(86)010-81745891 |
| Garden 2nd area, Huilongguan Town, Changping | |
| District, Beijing city | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijing Shilibao North District Branch | |
| Address：Floor of 01-storey Commercial A and 02- | Telephone：(86)010-85856226 |
| storey Middle Building, No. 2 Building, Xuante | |
| Jiayuan, Shilibao North District, Chaoyang District, | |
| Beijing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Third Street Store | |
| Address：Room 103, 26 Gate, No. 7 Prospect Road, | Telephone：(86)022-66209475 |
| Tianjin Economic and Technological Development | |
| Zone | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hong Kong Road Branch | |
| Address：Room 5 & 6, 1st floor, No. 8 Hong Kong | Telephone：(86)027-88092700 |
| Road (No. 6 Hong Kong Road), Wanke, Jiangan | |
| District, Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Yile Road Branch Office | |
| Address：No. 18 Yile Road, Xihu District, Hangzhou | Telephone：(86)0571-85172473 |
| City, Zhejiang Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Liuzhou Tanzhong Store | |
| Address：Facade No.5 and No.6 of Building 9, No.18, | Telephone：(86)0772-2618513 |
| Tanzhong East Road, Liuzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Quanzhou Citong Road Branch Office | |
| Address：Shop No. 160, Building J, Phase I Sunshine | Telephone：(86)0595-22551371 |
| Paris Community, Ertong Road, Fengze District, | |
| Quanzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Hubin North Road 2ndBranch Office | |
| Address：Shop No. 18 of 2nd and 1st Floor and Shop | Telephone：(86)0592-5039078 |
| No. 17of 2ne Floor, No. 33, Hubin North Road, Siming | |
| District, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Xishi Street Store | |
| Address：No. 59 Xishi Street, Nankai District, Tianjin | Telephone：(86)022-27479830 |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Chaowang Road Branch Office |
| Address：1st to 2nd floors, No.3, Chaowang Road, | Telephone：(86)0571-85264136 |
|---|---|
| Xiacheng District, Hangzhou City, Zhejiang Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijing Zengguang road Branch | |
| Address：27-20, 1st floor, No. 1 Building, Yard No. | Telephone：(86)010-68478719 |
| 27, Zengguang Road, Haidian District, Beijing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Xinda Garden Store | |
| Address：No.6, Hanghai Road, Nankai District, | Telephone：(86)022-87893782 |
| Tianjin City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Chengdu Shuxing East Street Branch | |
| Address：No. 8, 1st floor, Building 2, No. 6 Shuxing | Telephone：(86)028-87573360 |
| East Street, Tinniu District, Chengdu City, Sichuan | |
| Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Changsha Commercial Building Branch | |
| Address：No. 1, Section 2, Furong Middle Road, | Telephone：(86)0731-82259798 |
| Furong district, Changsha City, Hunan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiamen Dongdu Road Branch Office | |
| Address：2ndfloors-1 of No. 71 Dongdu Road, Huli | Telephone：(86)0592-5622439 |
| district, Xiamen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Yongkai Branch | |
| Address：No. 2A02, Nanhu International Plaza, 55 | Telephone：(86)0771-5703015 |
| Binhu Road, Qingxiu District, Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijing Tongchao Street Branch Office | |
| Address：1st Floor, 176 Tongchao Street, Tongzhou | Telephone：(86)010-81511151 |
| District, Beijing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai Damuqiao road Branch Office | |
| Address：Floor 2-3, No. 172-174, Damuqiao Road, | Telephone：(86)021-64184766 |
| Xuhui District, Shanghai City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Qingnian Road Store | |
| Address：Room 1, D Unit 1, Chutian Constellation, | Telephone：(86)027-85359209 |
| Jianghan District, Wuhan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Liuzhou Longcheng Store | |
| Address：Room 302, Yuanyuan Commercial and | Telephone：(86)0772-2828993 |
| Residential Building, No.63, Park Road, Liuzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Jinxiu Wenyuan Branch Office | |
| Address：No.3, Dishang, Building 2, Blocks in Jinxiu | Telephone：(86)0571-88219046 |
| Wenyuan, Xihu District, Hangzhou City, Zhejiang | |
| Province |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
|---|---|
| Zhigang store | |
| Address：No. 2-1, Building 34, Zhujiang Garden, | Telephone：(86)023-68120338 |
| Yangjiaping Zhigang Avenue, Jiulongpo District, | |
| Chongqing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou Longjin West Road Store | |
| Address：Shop 106, No.225, Longjin West Road, | Telephone：(86)020-31025876 |
| Liwan District, Guangzhou Ciry | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Beijing Qinghe Store | |
| Address：No. 20, Floor 1, Building 4, Qingjingyuan, | Telephone：(86)010-52718182 |
| Haidian District, Beijing City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Hexi District 2ndstore | |
| Address：No. 184, Shaoxing Road, Hexi District, | Telephone：(86)022-23262038 |
| Tianjin City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Hexi District 3rdstore | |
| Address：No. 362, Fufu Square Bottom Merchant of | Telephone：(86)022-23233985 |
| Jiefang South Road, Hexi District, Tianjin City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Kaixuan Garden Store | |
| Address：No.1 and No.2, 1st floor, Building 16, | Telephone：(86)0871-64622009 |
| Kaixuan Garden North Area, Nansanhuan Road, | |
| Xishan District, Kunming City, Yunnan Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Binjiang District Branch Office | |
| Address：No. 4360, Jiangnan Avenue, Binjiang | Telephone：(86)0571-86739617 |
| District, Hangzhou City, Zhejiang Province | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Tianjin Aocheng Store | |
| Address：No. 584-05, Hongqi South Road, Nankai | Telephone：(86)022-58956280 |
| District, Tianjin City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Hangzhou Qinqin Jiayuan Branch Office | |
| Address：60-1#, Qinqin Jiayuan-Sanhe Street, | Telephone：(86)0571-89006275 |
| Liangzhu Street, Yuhang District, Hangzhou City, | |
| Zhejiang Province. | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Liuzhou City Plaza Store | |
| Address：No.1-2, 1-3, Building 12,Yangguang Yibai | Telephone：(86)0772-8805168 |
| City Square,South Guizhong Avenue No.2, Liuzhou | |
| City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Xiangtan Baota Branch | |
| Address：Gate No.4, Building A Risheng Garden, | Telephone：(86)0731-58626687 |
| No.39, Hedong Avenue,Baota Street, Yuetang District, | |
| Xiangtan City |
Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanning Xinmin Branch Address ： Room A & F, 10 Floor, Zhongming Telephone ： (86)0771-2617482 Building, No. 34-18, Xinmin Road, Qingxiu District, Nanning City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Chengdu Yinhe Road Branch Address ： No.40, 1st Floor, Building4, No.40 with Telephone ： (86)028-87605979 No.1,Yinhe Road, Jinniu District, Chengdu, Sichuan Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Dongguan Dijing Store Address ： Shop No. 113, Zhaoyangyuanqun Builing, Telephone ： (86)0769-23021996 No.10. Qianwu Street, Dongcheng Street, Dongguan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Dajingyuan Store Address ： Room 2, Floor 1st, Building 15, Telephone ： (86)027-82609196 TongJianDajingyuan Nanyuan Phase II, No.39, Jiangda Road, JiangAn District, Wuhan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Zhongyuan Store Address ： (Counter No.2024C) 1-2 Floor, Telephone ： (86)027-86537786 Wushangzhongyuan Plaza, No.959, Heping Ave., Qingshan District, Wuhan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanchang Jinyumingdu Store Address ： 1-2 floor, Room 104-105, Gaoneng Telephone ： (86)0791-88310698 Jinyumingdu Building 10, No.299, Hongdu North Avenue, Qing shanhu District, Nanchang City, Jiangxi Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Nanchang Honggutan store Address ： Room 101, Shiji Zhongyangcheng Building Telephone ： (86)0791-88536130 1, No. 555 Yiyuan Road, Honggutan New District, Nanchang City, Jiangxi Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Shouyihui Store Address ： Shop No. 004-a, 3 floor, Nanguo Shouyi Telephone ： (86)027-88050396 Square Fanyuhui Shouyi, No.151, Zhang Zhi Dong Road, Wuchang District, Wuhan City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Chengdu Shiye Street Branch Address ： No.2, Floor 2nd, Building 2, No.46 Shiye Telephone ： (86)028-87713866 Street, Qingyang District, Chengdu City, Sichuan Provience Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website ： http ： //www.jourdeness.cn Xudong Store Address ： Shop L03F002, Floor 3, New World Telephone ： (86)027-51891468 Department Store, No. 31, Xudong Street, Hongshan
| District, Wuhan City | |
|---|---|
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shahu Road Store | |
| Address：Room 4/5, Floor 1/2, Unit 1,Building 4th, | Telephone：(86)027-88518283 |
| Fusin Huiyu International City, Tuanjie Village, | |
| Wuchang Dist., Wuhan City (Development land K-5 | |
| lot) | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Shanhu Store | |
| Address：Floor 2, No. 89, Shanhu Road, Houjie | Telephone：(86)0769-85885181 |
| Village, Houjie Town, Dongguan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Guangzhou City Kaixuan Store | |
| Address：Rm. 103, No. 407, Haiyue Road, Tianhe | Telephone：(86)020-86005986 |
| District, Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Liuzhou Chungshan Store | |
| Address：1-1, Building Yaoxin, No. 33, Yingshan | Telephone：(86)0772-2866098 |
| Street, Liuzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., | Website：http：//www.jourdeness.cn |
| Ltd.Ronggui Store | |
| Address：Shop 104, Taihui Building, No. 34, Guizhou | Telephone：(86)0757-28801212 |
| Drive, Ronggui Weihong Residents Committee, | |
| Shunde District, Foshan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai Shaanxi North Road Branch Office | |
| Address：No. 1751/1753, Shaanxi North Road, Putuo | Telephone：(86)021-32557063 |
| District, Shanghai City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shenzhen Baoan South Store | |
| Address：105, 106, 107, Xihu Building, No. 3070, | Telephone：(86)0755-82119103 |
| Baoan South Road, Guiyuan Street, Luohu District, | |
| Shenzhen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai Qibao Branch Office | |
| Address：Zone C, No. 2423, Qixin Road, No. 26 | Telephone：(86)021-60740923 |
| Baolian Road, Minhang District, Shanghai City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Yiyang Cultural Building Branch | |
| Address：Floor1, No. 296 &298, Haitang Road, | Telephone：(86)0737-4380966 |
| Chaoyang Office, Gaoxin District, Yiyang City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Yiyang Datao Branch | |
| Address：Zidongge Complex Building, Huanbao | Telephone：(86)0737-4222677 |
| Road, Taohualun Office, Heshan District, Yiyang City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Jinpu Branch Office |
| Address: 2F, No.A112, Building A, Jianxingyuan, | Telephone：(86)0771-5581505 |
|---|---|
| No.58, Jinhu Road, Qingxiu District, Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Dongguan Jinyuewan Stroe | |
| Address：South No.37, Dongcheng Central Road, | Telephone：(86)0769-22489221 |
| Huancui Park, A6 District, Dongcheng Garden, | |
| Gangbeidongcheng Center, Dongcheng District, | |
| Dongguan City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shenzhen Nanyou Store | |
| Address：Yashilijingyuan 105, No.2502, Nanhai Ave., | Telephone：(86)0755-26423202 |
| Longcheng Community, Yuehai Street, Nanshan | |
| District, Shenzhen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shenzhen Jingzhong Store | |
| Address：22CDE, the first world square, Building A, | Telephone：(86)0755-82955406 |
| No.7002, Hongli West Road, Jinghua Community, | |
| Lianhua Road, Futian District, Shenzhen City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai Biyun Road Branch Office | |
| Address：Floor 2, No.1186. Biyun Road, Pudong New | Telephone：(86)021-58200110 |
| District, Shanghai City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Shanghai XinjianEast Road Branch Office | |
| Address：No166, Xinjian East Road, Minhang | Telephone：(86)021-34620020 |
| District, Shanghai City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Nanning Minzu Store | |
| Address：Shop 102-3, Floor 1st, Building Xinxing | Telephone：(86)0771-5857756 |
| A,No93. Minzu Ave., Qingxiu District, Nanning City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Haiye Road Store | |
| Address：Shop3, Floor 1st-1, No3-1, Haiye | Telephone：(86)020-38062849 |
| Road,Tianhe District,Guangzhou City | |
| Name：Jourdeness (Guangzhou) Cosmetics Co., Ltd. | Website：http：//www.jourdeness.cn |
| Fashion Store | |
| Address：Room 5, Floor 2, Building 6, No.8, | Telephone：(86)027-83363277 |
| Jingwang Road, Jianghan Economic Development | |
| Zone, Wuhan City | |
| Name：Bio-Jourdeness Cosmetic Co. | Website：http://jourdeness.com.my |
| (My) Sdn. Bhd.- Taipan Outlet | |
| Address：38, Jalan Usj 10/1e,Taipan Business | Telephone：(6) 03-5631 8229 |
| Centre,47620 Subang Jaya, Selangor. | |
| Name：Bio-Jourdeness Cosmetic Co. | Website：http://jourdeness.com.my |
| (My) Sdn. Bhd.- Cheras Outlet | |
| Address：68-0-8, Jalan 5/101c,Cheras Business | Telephone：(6) 03-9130 1227 |
| Center Bt-5,Jalan Cheras, 56100 Cheras. | |
| Name：Bio-Jourdeness Cosmetic Co. | Website：http://jourdeness.com.my |
| (My) Sdn. Bhd.- Kepong Outlet |
Address ： 64, Jalan Metro Perdana Barat 2, Taman Usahawan Kepong, Kepong Utara, 52100 Kuala Lumpur.
Name ： Bio-Jourdeness Cosmetic Co.
(My) Sdn. Bhd.- Kuchai Lama Outlet Address ： 45-1, Jalan Kuchai Maju 7, Off Jalan Kuchai Lama, 58200 Kuala Lumpur. Name ： Bio-Jourdeness Cosmetic Co.
(My) Sdn. Bhd.- Klang Outlet Address ： G-1,11,Port Tech Tower, Jalan Tiara 3/Ku1, Bandar Baru Klang, 41150 Klang, Selangor. Name ： Bio-Jourdeness Cosmetic Co.
(My) Sdn. Bhd.- Bukit Rimau Outlet Address ： 51, Jalan Sungai Burung Z32/Z, Bukit Rimau, 40460 Shah Alam, Selangor. Name ： Bio-Jourdeness Cosmetic Co.
(My) Sdn. Bhd.- Ss2 Outlet Address ： 38, Jalan Ss 2/75, 47300 Petaling Jaya, Selangor.
Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Puchong Outlet Address ： Blk I-07-1, Setiawalk, Persiaran Wawasan, Pusat Bandar Puchong, 47100 Puchong, Selangor. Name ： Bio-Jourdeness Cosmetic Co.
(My) Sdn. Bhd.- Ipoh Outlet Address ： 37, Jalan Datoh, 30000 Ipoh, Perak
Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Butterworth Outlet Address ： 77, Ground & 1st Floor, Jalan Raja Uda, 12300 Butterworth, Pulau Penang. Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Queensbay Outlet Address ： 43-G, 43-1, 43-2, Persiaran Bayan Indah, Bayan Bay, 11900 Bayan Lepas, Penang. Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Penang Outlet Address ： 172, Jalan Kelawai, 10250 Penang.
Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Pelangi Outlet Address ： 46, Jalan Kuning, Taman Pelangi, 80400 J.B.
Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Nusa Bestar Outlet Address ： 93, Jalan Bestari 1/5, Taman Nusa Bestari, 81300 Skudai, J.B. Name ： Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd.- Johor Jaya Outlet
Telephone ： (6) 03-6259 6295
Website ： http://jourdeness.com.my Telephone ： (6) 03-7982 5118
Website ： http://jourdeness.com.my Telephone ： (6) 03-3002 5220 Website ： http://jourdeness.com.my Telephone ： (6) 03-5525 5118
Website ： http://jourdeness.com.my Telephone ： (6) 03-7875 6228
Website ： http://jourdeness.com.my Telephone ： (6) 03-5879 0158 Website ： http://jourdeness.com.my Telephone ： (6)05-2558113 Website ： http://jourdeness.com.my Telephone ： (6) 04-333 1225
Website ： http://jourdeness.com.my Telephone ： (6) 04-6453 229 Website ： http://jourdeness.com.my Telephone ： (6) 04-229 4292 Website ： http://jourdeness.com.my Telephone ： (6) 07-333 1223 Website ： http://jourdeness.com.my Telephone ： (6) 07-512 6223 Website ： http://jourdeness.com.my
Address ： 25, Jalan Dedap 8, Taman Johor Jaya, 81100 Telephone ： (6) 07-359 1223 J.B. Name ： Bio-Jourdeness Cosmetic Co. Website ： http://jourdeness.com.my (My) Sdn. Bhd.- Bukit Mertajam Outlet Address ： No.25(2f), Jalan Icon City, Icon City, 14000 Bukit Mertajam, Penang. Telephone ： (6) 04-502 0357
-
III. Name, address, website and telephone number of the stock transfer institution
-
Name ： Registrar Department of Bank Sinopac
-
Address ： No. 17-3, Bo’ai Rd., Taipei City
Website ： http ： //www.sinotrade.com.tw/
Telephone ： (02) 2381-6288
-
IV. The name of the visa accountant, the name of the firm, the address, the website address and the telephone number of the most recent financial report:
-
Name of the certified public accountant：Cheng-Chun Chiu, Tzu-Jung Kuo
-
Name of the accounting firm ： Deloitte Taiwan
-
Address ： 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City
-
Website ： http ： //www.deloitte.com.tw/ Telephone ： (02) 2725-9988
-
V. The name of the trading place where the overseas securities are listed for trading and the way to inquire about the overseas securities information: None
VI. Website：http：//www.jourdeness.com/
-
VII. Litigation and non-litigation agents in the Republic of China
-
Name：Chia-Chi Chen Position: General manager of JOURDENESS GROUP
-
LIMITED
-
E-mial ： [email protected] Telephone ： (886)4-22922999
VIII.List of Board of Directors
| Title | Name | Nationality | Key educational and professional experiences |
|---|---|---|---|
| Chairman | Cheng- Hsiung Chen |
Republic of China |
Chairperson of JOURDENESS GROUP LIMITED Chairperson of Bio-Jourdeness International Group Co., Ltd. Chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd. and Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. |
| Director | Cheng- Tzu Chen |
Republic of China |
2015, Master in Cultural Industry Management, The School of Management Development, Feng Chia University. Director of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology EnterpriseManagement Co.,Ltd. |
| Director | Chia-Chi Chen |
Republic of China |
Ehle Institute Japanese Language School General Manager of JOURDENESS GROUP LIMITED General Manager of Bio-Jourdeness International Group Co., Ltd. Director of Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd. National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA)Licenses |
| Director | I-Min Chen |
Republic of China |
Department of Management, Faculty of Economics, Sophia University, Japan. President ofSaitoTrading Co.,Ltd |
| Director | Yu- Cheng Shen |
Republic of China |
Tokyo School of Law and Economics Chairperson of Taiwan International Gateway Corporation(TIGC) |
| Director | Wei-Kuo Chen |
Republic of China |
Overseas Chinese University Manager of Citibank Taiwan, Ltd. Supervisor of Bio-Jourdeness International Group Co., Ltd. Chief financial officer of Bio-Jourdeness International Group Co.,Ltd. |
| Independent director |
Tie-In Jin |
Republic of China |
Ph.D. In Finance, Deakin University, Australia. Associate professor of Takming University of Science and Technology Specially appointed associate professor of the Department of Finance, Chaoyang University of Technology |
| Independent director |
Ming-Fu Wang |
Republic of China |
Ph.D. in Health Science, Graduate School of Medical Sciences, Tokushima University. Chancellor and dean of Yuanpei University of Medical Technology Dean of student affairs, department chairperson, and head of R &D of Providence University Director of the International R&D Center for Aging Industry Distinguished professor,Department ofCosmetic |
| Science, Providence University Distinguished Professor, Department of Food and Nutrition, Providence University Advisory, UniversityAffairs of Providence University |
|||
|---|---|---|---|
| Independent director |
Yi-Min Shun |
Republic of China |
Department of Electronic Engineering, Nan Kai University of Technology Masters, Logistic and Technology Management, Continuing Education Credit Course, Tunghai University Collaborated EMBA Special Course by National Taiwan University and Fudan University Senior vice general manager of Ofuna Technology Co., Ltd. |
JOURDENESS GROUP LIMITED
Annual Report Contents
| I. | REPORT TO THE SHAREHOLDERS .......................................................................... 1 | REPORT TO THE SHAREHOLDERS .......................................................................... 1 |
|---|---|---|
| I. | BUSINESS RESULT FOR FISCAL YEAR2018 ....................................................................... 1 | |
| II. | SUMMARY OF THEBUSINESSPLAN FORFISCALYEAR2019 ............................................ 4 | |
| III. | STRATEGY FOR THECOMPANY’S FUTURE DEVELOPMENT................................................ 5 | |
| II. | COMPANY PROFILE ....................................................................................................... 8 | |
| I. | ESTABLISHEDDATE........................................................................................................ 8 | |
| II. | HISTORY OF THECOMPANY AND THEGROUP.................................................................. 8 | |
| III. | CORPORATESTRUCTURE............................................................................................... 10 | |
| IV. | RISKITEMS.................................................................................................................... 10 | |
| **III. ** | CORPORATE GOVERNANCE REPORT ................................................................... 11 | |
| I. | ORGANIZATIONALSYSTEM........................................................................................... 11 | |
| II. | INFORMATION OF DIRECTORS,SUPERVISORS,GENERAL MANAGERS,DEPUTY GENERAL | |
| MANAGERS,ASSISTANT GENERAL MANAGERS,AND MANAGERS OF EACH DEPARTMENT | ||
| AND BRANCH OFFICES.................................................................................................... 13 | ||
| III. | REMUNERATION TO DIRECTORS,SUPERVISORS,GENERAL MANAGERS,AND DEPUTY | |
| GENERAL MANAGERS OF THE MOST RECENT FISCAL YEAR. ............................................ 25 | ||
| IV. | GOVERNANCE AND OPERATION OF THE COMPANY......................................................... 29 | |
| V. | PROFESSIONAL FEES OF THE CERTIFIED PUBLIC ACCOUNTANT....................................... 67 | |
| VI. | CHANGINGCPA’S INFORMATION. ................................................................................. 68 | |
| VII. | DIRECTORS, GENERALMANAGER, MANAGERS RESPONSIBLE FOR FINANCE OR |
|
| ACCOUNTING MATTERS,IF THEY HAVE WORKED AT ACPAFIRM OR RELATED COMPANIES | ||
| IN THE RECENT ONE YEAR. ............................................................................................. 68 | ||
| VIII. IN RECENT YEAR AND UNTIL THE DATE OF PUBLICATION,DIRECTORS,SUPERVISORS, |
||
| MANAGERS,AND SHAREHOLDERS WITH MORE THAN10%SHARE EQUITY TRANSFERRED | ||
| AND CHANGES IN PLEDGE OF STOCK RIGHTS.................................................................. 68 | ||
| IX. | SHAREHOLDERS IN THE TOP TEN SHAREHOLDING RATIO,RELATIONSHIP INFORMATION FOR | |
| THOSE WHO ARE RELATED TO EACH OTHER OR ARE SPOUSES,OR RELATIVE WITHIN2ND | ||
| DEGREE OF KINSHIP. ...................................................................................................... 70 | ||
| X. | THECOMPANY,THECOMPANY’S DIRECTORS,SUPERVISORS,MANAGERS AND BUSINESSES | |
| IN DIRECT OR INDIRECT CONTROL BY THECOMPANY,THEIR NUMBER OF SHARES OF THE | ||
| REINVESTED BUSINESSES, AND THE CONSOLIDATED CALCULATION OF THE |
||
| COMPREHENSIVE SHAREHOLDING RATIO. ...................................................................... 72 | ||
| **IV. ** | CAPITAL OVERVIEW ................................................................................................... 73 |
| I. | CAPITAL AND DIVIDEND................................................................................................ 73 | |
|---|---|---|
| II. | STATUS OFCORPORATE BONDS..................................................................................... 79 | |
| III. | PREFERRED SHARES....................................................................................................... 80 | |
| IV. | ISSUANCE OFOVERSEASDEPOSITARYSHARES............................................................. 80 | |
| V. | STATUS OFEMPLOYEESTOCKOPTIONPLAN................................................................ 80 | |
| VI. | STATUS OFNEWRESTRICTEDEMPLOYEESHARES: ...................................................... 81 | |
| VII. | STATUS OFNEWSHAREISSUANCE INCONNECTION WITHMERGERS AND |
|
| ACQUISITIONS............................................................................................................... 86 | ||
| VIII. EXECUTIONSTATUS FORCAPITALUTILIZATIONPLAN: ........................................ 87 |
||
| V. | BUSINESS OPERATIONS ............................................................................................. 90 | |
| I. | BUSINESS SCOPE............................................................................................................ 90 | |
| II. | STATE OF MARKET AND PRODUCTION AND SALES........................................................ 117 | |
| III. | EMPLOYEES INFORMATION FOR THE RECENT TWO YEAR AND UP TO DATE OF PUBLICATION | |
| OF ANNUAL REPORT. .................................................................................................... 128 | ||
| IV. | INFORMATION FOR ENVIRONMENTAL MANAGEMENT EXPENSES.................................. 128 | |
| V. | LABORRELATIONS...................................................................................................... 129 | |
| VI. | IMPORTANTCONTRACTS............................................................................................. 131 | |
| **VI. ** | FINANCIAL STATUS ................................................................................................... 134 | |
| I. | CONDENSEDFINANCIALDATA OF THERECENTFIVEYEARS...................................... 134 | |
| II. | FINANCIALANALYSIS OFRECENTFIVEYEARS........................................................... 136 | |
| III. | AUDITCOMMITTEEREPORT FORFINANCIALREPORT OFRECENTYEAR..................... 140 | |
| IV. | FINANCIALREPORT OF THERECENTYEAR: PLEASE REFER TO ATTACHMENT1OF THE | |
| 2018 CONSOLIDATEDFINANCIALREPORT. ................................................................. 141 | ||
| V. | PARENTCOMPANYONLYFINANCIALREPORT OF THERECENTYEAR THAT ISAUDITED BY | |
| ANINDEPENDENTAUDITOR: NOTAPPLICABLE. .......................................................... 141 | ||
| VI. | IN THE RECENT YEAR AND UNTIL THE PUBLICATION DATE OF THE ANNUAL REPORT,THE | |
| COMPANY AND OTHER AFFILIATED COMPANIES HAVE DIFFICULTIES IN FINANCIAL | ||
| TURNOVER,SHOULD CLEARLY STATE ITS INFLUENCE TO THECOMPANY’S FINANCIAL | ||
| SITUATION................................................................................................................... 141 | ||
| VII. REVIEW AND ANALYSIS, AND RISKS MATTERS OF THE FINANCIAL | ||
| STATUS AND FINANCIAL PERFORMANCE ......................................................... 142 | ||
| I. | FINANCIALSTATUS..................................................................................................... 142 | |
| II. | FINANCIALPERFORMANCE.......................................................................................... 142 | |
| III. | CASHFLOW................................................................................................................. 144 | |
| IV. | INFLUENCE OF MAJOR INVESTMENTS EXPENDITURES TO FINANCE AND BUSINESSES IN | |
| RECENT YEAR. ............................................................................................................. 145 | ||
| V. | POLICY FOR RE-INVESTMENT IN RECENT YEARS IS THE MAIN REASON FOR ITS PROFIT OR |
| LOSS,IMPROVEMENT PLAN AND INVESTMENT PLAN FOR THE COMING ONE YEAR. ....... 145 | |
|---|---|
| VI. | RISKSANALYSIS ANDASSESSMENT FORRECENTYEAR AND UNTIL THEPUBLICATION |
| DATE OF THEANNUALREPORT................................................................................... 146 | |
| VII. | OTHERREMARKS........................................................................................................ 152 |
| VIII. | MATTERS OF SPECIAL NOTE ........................................................................... 153 |
| I. | JOURDENESSAFFILIATES............................................................................................. 153 |
| II. | PRIVATE PLACEMENT SECURITIES IN THE MOST RECENT FISCAL YEAR AND UNTIL THE |
| PUBLICATION DATE OF THISANNUALREPORT............................................................. 157 | |
| III. | STATUS OF THECOMPANY’S SHARES ACQUIRED,DISPOSED OF OR HELD BY THE |
| SUBSIDIARIES IN THE MOST RECENT FISCAL YEAR AND UNTIL THE PUBLICATION DATE OF | |
| THISANNUALREPORT................................................................................................. 157 | |
| IV. | OTHERNECESSARYSUPPLEMENT............................................................................... 157 |
| V. | IF ANY SITUATION AS STATED IN THE ITEM2PARAGRAPH3OFARTICLE36OF THE |
| SECURITIES ANDEXCHANGEACT,WHICH MIGHT MATERIALLY AFFECT SHAREHOLDERS’ | |
| EQUITY OR THE SECURITIES PRICES,HAD OCCURRED IN THE MOST RECENT FISCAL YEAR | |
| AND AS THE DATE OF THISANNUALREPORT,SUCH SITUATIONS SHALL BE LISTED ONE BY | |
| ONE............................................................................................................................ 157 | |
| VI. | NOTE ON ANY MATERIAL DIFFERENCES FROM THE RULES OF THEROCCONCERNING THE |
| PROTECTION OF SHAREHOLDER EQUITY....................................................................... 157 |
I. REPORT TO THE SHAREHOLDERS
Dear Shareholders, Welcome everyone.
Below is the business result for fiscal year 2018 and business plan for fiscal year 2019 of the JOURDENESS GROUP LIMITED (hereinafter referred as the Group):
I. Business result for fiscal year 2018
- (I) Implementation overview
The Group is mainly engaged in the research and development, production, and sale of facial and body care products and packages The Group owns about 650 direct chain and franchise stores in Taiwan, China, and Malaysia, with over 270,000 members. Insisting on providing the best quality and services, the Group provides a complete and rigorous educational training program, establishes training centers in every region, sets strict requirement on both soft and hardware facilities, ensures every training operation is completed with precision, and utilizes advanced technological facilities to provide the best service to our customers.
The Group has set up R&D bases in Taiwan and Guangzhou factories to put in place new materials development, formula development, process technology research, skin quality testing, patent research and other departments. From new raw material development, raw material inspection, product research and development to production, QC and packaging, we depend on ourselves, all because of the highest quality care products to customers.
(II) Business plan implementation results
Unit: Thousand NT $
| Item | 2018 | 2017 | Changes amount |
|---|---|---|---|
| Operating income | 3,108,496 | 2,313,520 | 794,976 |
| Operating cost | (721,270) | (668,517) | (52,753) |
| Operating margin | 2,387,226 | 1,645,003 | 742,223 |
| Operating expense | (1,686,535) | (1,426,537) | (259,998) |
| Operating interest | 700,691 | 218,466 | 482,225 |
| Non-operating income(expenditure) | 20,070 | 16,478 | 3,592 |
| Before-tax netprofit(net loss) | 720,761 | 234,944 | 485,817 |
| Income tax expense | (193,236) | (52,542) | (140,694) |
| Net profit for the current period(net loss) |
527,525 | 182,402 | 345,123 |
| Netprofit(loss) attributable to: | |||
| Owners of theparent company | 527,525 | 182,402 | 345,123 |
| Joint control ofpredecessor rights | - | - | |
| 527,525 | 182,402 | 345,123 |
1
The Group’s total revenue for 2018 is NT$3.108 billion, with a 34% in growth from 2017. The main reasons for the growth include the fact that direct chain store operation has improved significantly. Apart from the increase in gross profit margin of product sale and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services. Furthermore, cost management has performed well too, resulting in a net income of NT$527,525 thousand in 2018 as compared to NT$182,402 thousand in 2017, which is an increase of NT$345,123 thousand. Using the weighted average number of ordinary shares outstanding during 2018 for calculation, the after-tax earnings per share is NT$9.02.
(III) Status of Budget Execution
In the 2018, there was no public financial forecast, so there was no budget.
(IV) Financial Transaction and Profitability Analysis
The increase in growth of the annual sales of facial and body care products in 2018 is attributed to the launch of new products such as the BA-5 Intensive Anti-aging Serum that is well received by the members; as well as sales strategies and bargain gift boxes that are marketed in conjunction with the Company’s 30th anniversary celebration. The operating profit for stores continues to be adjusted in the Greater China Region in 2018, where we offer mix packages that encourages members to return to the stores, thus increasing the utilization of these packages, which as a result contribute to the significant increase in income generated from facial and body care services. Furthermore, with effective control of expenses, despite increase in direct chain store rents, salary, and business operating expenses as compared to last year, operational management has been under control and we believe the Group’s sales growth and operation efficiency will continue to improve as time goes by.
The Group continues to develop new products and packages, and pays close attention to the development trend of the beauty industry, looking into the best sales plan for planning facial and body care packages and products while steadily moving towards the provision of sophisticated and high quality services. To reward the shareholders for their long-term support, we aspire to increase sales and effectively lower costs and expenses to gain higher profits.
(V) Research and development status
The Group's technology sources are mainly self-development and academic cooperation. The R&D center is responsible for new material development, formulation development, process technology research and patent research etc. The core value of the Group’s products lies in the professional formula research and development. We provide exclusive skincare products to our members that are carefully tailored for different skin types.
2
The R&D center of the Group pays close attention to the overall development trend of the facial and body care industry, therefore we continue to develop advanced and innovative products and packages. In 2017, we applied for trademark registration of the anti-pollution component, Exotic PHT, in the Republic of China, while in 2018, through our independent research and development we produced the all-purpose anti-aging whitening ingredient, Carita JD, and applied for trademarks in People’s Republic of China, Republic of China, and Malaysia. Furthermore, we applied multiple patents for Caritas JD, establishing a solid foundation for our R&D. In 2018, new products were launched using the all-purpose antiaging whitening ingredient Carita JD. , are internationally recognized products that received a silver award at the International Trade Fair Ideas - Inventions in Nuremberg, Germany; a gold award and a special award at the International Exhibition of Inventions Geneva in Switzerland; and a bronze award from the National Biomedical Product Quality in Taiwan.
The R&D center is not limited to its own research technology, but also looks out to deeper, academic-oriented scientific research. In 2016, we collaborated with Technoble Co., Ltd. and Pharmaceutical Research and Technology Institute of Kindai University in Japan to jointly develop patented functional plant extracts. In 2018, we signed a memorandum of understanding with Providence University, through the industrial-academic partnership to focus the energy for innovative research and development on the application side, together creating products and services that are in demand. In 2019, we signed an agreement with the International Industry Alliance of the Global Research and Industry Alliance of National Chung Hsing University, with the goal that through a collaborative effort between the academic and the Group in multiple facets, to develop new technology in the beauty industry and further expand our global business to become the leader in the beauty industry. Develoment outcome of new products from 2018 to 2019 until the publication date of this
annual report:
| Year | List of new products developed |
|---|---|
| 2018 | Black Shine Aurora Mask, Black Shine Capsule, Butterfly Moisturizing Eye Mask, Black Shine Firming Luxury Eye Cream, Sandalwood Oil, Tea Tree Oil, Plant Extracting Conditioner, Diamond Mask, Lifting Face Cream (Upgrade), BA -5 Skin Anti-Wrinkle Lotion, BA-5 Skin Wrinkle Essence, BA-5 Skin Wrinkle Relief Cream, Light Speed Efficacy Eye Serum, DC Dragon Blood Lotion, Dragon Blood Soap, Bath Salt Patchouli, Rosemary, Lavender, Phycoerythrin Bathing Essence, Firming Pretty Cream. |
| 2019 | Buckwheat Series - Mousse, Essence, Mask, Platinum Intensive Whitening Series – Blemish Lighterner, Whitening Cream, Cotton pads, Japanese lip gloss with 3 colors, remix essential oil, water glow series (lotion, essence, milk lotion, day cream, night cream), Nubaby series (lotion, sunscreen, relief balm, shampoo and body soap), BA-5 Intensive Anti- aging serum |
3
II. Summary of the Business Plan for Fiscal Year 2019
(I) Business philosophy
To drive sales growth, business operation for 2019 will focus on “improve the operation of direct chain stores,” “increase product sales,” “delve deep into the industry and diversify,” and “one year, one invention award, one patent, and one special product.” Guideline for operation is as follows:
-
Improve the operational performance of direct chain stores: through strategies such as optimize the contribution of personnel, course design, and product introduction to improve the operational performance of direct chain stores.
-
Increase product sales: through direct chain stores, franchise stores, and other channels, pair the development and launching of new products with promotional activities, satisfy the demand from various types of consumers for our products, and enhance consumers’ product loyalty and purchasing power.
-
Delve deep into the industry and diversify: actively expand all sorts of channels, apart from direct chain stores and franchise stores, the new dual beauty services, international market authorized agent, click-and-mortar, and so on, have contributed to the Group’s stable revenue and brand awareness. We will continue to explore and establish new channels to further expand revenue, and increase the pace of product introduction and quantity.
-
One year, one invention award, one patent, and one special product: sign industryacademic collaboration agreement with renown academic institutions, increase R&D talents and provide solid R&D training, widen and deepen R&D to strengthen its capacity, build up capacity in the the global market through the participation in international invention awards, and develop patentable products that have market competitivity.
-
(II) Projected sales amount and supporting data.
The Company does not disclose financial forecast of sales data of 2019.
-
(III) Keyproduction and sales policies
-
Production policy: based on the actual sales data and stock situation, projected sales of every sales channel, as well as the cooperation between R&D department’s new product development plan and progress with each season’s marketing promotion plans to determine the most efficient production procedure.
-
Sales policy: Based on SPA course pairing with product sales model to provide members with a holistic beauty service. In addition, through e-commerce, expansion of direct chain and franchise stores, POYA’s central store, regional agent, and so on, to increase the channels for product sales.
4
III. Strategy for the Company’s future development
Looking into the future, the Group aims to sustain a stable growth in business operation through a thoroughly established beauty market in both China and Taiwan, the improvement in the operational performance of direct chain stores, and the deepening of our root in the beauty industry to establish multiple channels for business. These efforts generate new energy to achieve long-term growth for the Group. In this respect, the Group will continue to broaden its franchise and regional agency, increase profit from direct chain stores, and expand into the foreign market through international authorized agents to broaden the market share of our products and enhance brand awareness, thus realizing the goal of deepening our root in Taiwan and embarking into the global market.
- (I) The impact of external competition and overall management environment
With the world economy impacted by international affairs in 2019, growth will be slowing, especially with the persistent US-China trade war, the IMF, HIS, and EIU forecast the global economic growth rate in 2019 to perform about the same or slightly below 2018, with a difference of within 0.3%. In regards to individual industries, cosmeceutical retail continues to enojoy a stable growth in sales. With the rise in demand from Taiwanese for health care products and cosmetics, the beauty industry has been unaffected by the sluggish economic environment in recent years. The continuous growth has contributed to the rise of many MIT brands in both the domestic and international markets, consequently encouraging many original equipment manufacturers to consider launching their own brand. The global beauty industry output value is expected to grow beyond US$800 billion by 2023, an indication that the global beauty consumption market still has significant room for expansion.
China on the other hand, benefited from the revitalization of the global economy during the first half of 2018, plus the continuous strengthening of the domestic energy for innovation and improvement investment in the real estate market, have resulted in a growth of 6.8% in the first half of 2018 over the same period in 2017. Nevertheless, with the deepening in conflict of the US-China trade war since July where both countries embark high tax on each other’s import, plus the decision of the Federal Reserve to increase interest rate have continued to impact the global market and economy, resulting in a negative effect on the performance of China’s foreign trade, leading to a slow down in growth of the domestic market. As a result, the economic growth rate of the 3rd quarter dropped to 6.5%. Even though this number is within the economic growth goal of the government, but the performance is below the market forecasted data of 6.6%. Despite the fact that the Chinese economy is stable, it is also fluctuating.
5
As for Taiwan, with the global economy being impacted by the accelerating US-China trade war and the intensified fluctuations in the international financial market, Taiwan’s export demand and consumption momentum have weakened, with the 3rd quarter actual GDP growth rate to reach 2.27% only, while economic growth rate for 2018 dropped slightly to 2.63%. Looking into 2019, the prospect of the global economic outlook continues to be influenced by the trade war and China’s slowdown in demand. On top of that, the diminishing effect of US tax cut, and a stiffening financial situation, will slow down the growth of the global economy. Projected real economic growth rate of Taiwan in 2019 is expected to be 2.45%.
The Group is the Asian region’s largest facial and body care services direct chain industry and the leader in the Taiwanese market. Though the facial and body care services direct chain industry is highly competitive, however, through our proactive and flexible strategies, investment in R&D to launch new and improved products and packages, and improvement in customer satisfaction through strengthening member services, we will become the benchmark of this industry. As for the Chinese market, through improving the management of direct chain stores, beauticians training, and providing diverse and novel products and packages to increase more active members. Increasing members frequenting our stores and product sales are the key to the Group’s competiveness in the Chinese beauty market.
- (II) Impact of the Regulatory Environment
The Company’s second tier subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd., as a production and manufacturing company needs to receive “Production License of Industrial Products” issued by the General Administration of Quality Supervision of the Inspection and Quarantine of the People’s Republic of China, and “Hygiene Approval Certificate” for cosmetic manufacturing from the local level Food and Drug Administration. Furthermore, it has to meet the requirements of the “Regulations Concerning the Hygiene Supervision Over Cosmetics” by the Ministry of Health of the People’s Republic of China. When producing special purposed cosmetic products, it must receive registered document of approval from the administrative department of the Ministry of Health before starting production.
The second tier subsidiary of the Group, Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., is involved in franchise licensing and management in which it must obey various laws and regulations such as the “Regulation on the Administration of Commercial Franchises” in order to proceed with franchising affairs.
The Group’s subsidiary in Taiwan, Bio-Jourdeness International Group Co., Ltd., currently owns factory that received ISO22716 certification from the EU. Recurring food safety issues in Taiwan in recent years has urged the Taiwan Food and Drug Administration to amend the law related to food and drug management. On April 10, 2018 the bill was
6
passed at the Legislative Yuan for The Cosmetic Hygiene and Safety Act, bridging domestic cosmetic management with the world. With better consistency among regulations and laws and the reduction of legal barriers that cosmetic industry has to encounter when entering the international market, this will help the cosmetic industry in Taiwan to leap and become more competitive internationally. In the future all cosmetic production sites shall have to comply with the measures of the Good Manufacturing Practice (GMP). There shall be a buffer period of 5 years after the passing of the Act (May 2018~April 2023). In response to that the Group is actively cooperating with government regulations to complete the building of a GMP-standard factory within 5 years.
The Group strictly requires subsidiary to comply with the Cosmetic Hygiene and Safety Act and any laws and regulations related to the industries the Group is involved in. Furthermore, we pay close attention to any regulatory changes and development trend domestically and internationally so as to be in full control of the changing market environment and adopt responding strategies timely to reduce the impact incurred from domestic and foreign legal and regulatory changes on the company’s finance. Up to this date, the Company’s financial and business affairs have not yet been affected by any changes in the legal and regulatory environment.
Best regards to every shareholder
Wish you best health and good fortune!
Chairman
==> picture [116 x 55] intentionally omitted <==
7
II. COMPANY PROFILE
I. Established Date
2010/06/21
II. History of the Company and the Group
| Year | Important Information |
|---|---|
| 1996 | Established Bio-Jourdeness International GroupCo., Ltd. in TaichungCity. |
| Set out for the People’s Republic of China to open direct chain stores. | |
| 1999 | Started selling products to Malaysia. |
| 2000 | Established Jourdeness International Cosmetics factoryin Dajia, Taichung. |
| 2001 | Jourdeness Internationalwas selected as a model enterprise for small-medium enterprises. |
| 2003 | Established Jourdeness (Guangzhou) Cosmetics Co.,Ltd. |
| 2005 | Established the first R&D center in the People’s Republic of China. |
| Designated beauty institution for the Miss Model of the World, Miss Tourism International, and theTVS New Silk RoadModelcompetitions. |
|
| 2006 | Received Strong Brand Award from the China Cosmetics Industry (beauty salon category). |
| Received the title of “Consumers’ Most Trusted Brand.” | |
| Mr. Cheng-Hsiung Chen received the grand award for “Most Influential Person of theYear” fromthe China CosmeticsIndustry. |
|
| 2007 | Received the title of “Top Ten Quality Cosmetics Brand Consumers are Most Relied Upon.” |
| 2008 | Certified by ISO9001 and received the annual grand award for “Top Ten OutstandingBrandEnterprises” fromthe China CosmeticsIndustry. |
| JCF Jourdeness Ceratide EfficiencyEssence received SNQNationalQualityMark. | |
| 2009 | Received the “Annual Best Performance Brand” award (beauty salon category) from China Cosmetics Industry for 3 years consecutively. |
| 2010 | Established Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. |
| Established JOURDENESS GROUP LIMITED in Cayman Islands. | |
| 2011 | Received the title of “Nationwide Product Quality Consumers’ Most Satisfied Brand.” |
| Received the title of “GuangzhouProvince Most Influential Chain Institution of theBeauty and CosmeticsIndustry.” |
|
| Received silver award from the Taiwan TrainQuali System. | |
| 2012 | Received the title of “Guangzhou Province Most Influential Enterprise of the Beauty and CosmeticsIndustry.” |
| 2013 | Received the title of “Guangzhou Province Excellent Franchise Headquarters.” |
| ReceivedTaiwan’s GSP Excellent StoreMark. | |
| 2014 | Received the Golden Peak Award for “Top Ten Outstanding International Corporations.” |
8
| Year | Important Information |
|---|---|
| Received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product QualityBrand by Consumers.” |
|
| Received the title of “Guangzhou Province Contract-Abiding and Credit-Worthy Enterprise” for7 years consecutively. |
|
| Received silver award from the Taiwan TrainQuali System. | |
| 2015 | Received the Golden Torch Award for “Outstanding Enterprise and Product” from the Republic of China’s Outstanding Enterprise Manager Association. |
| Republic ofChinaFineManufacturer Association, Gold award. | |
| 2016 | The National BrandYushan Award–Outstanding Corporate award |
| TTQSTalentDevelopment and QualityManagement System –Gold award | |
| Established subsidiaryin Malaysia. | |
| 2017 | Light SPA model introduced to thePOYAchannel. |
| “Consumers’Satisfaction”Gold award. | |
| The National Brand Yushan Award–best product category. | |
| 2018 | Signed meomorandum of understanding with Providence University for industrial- academic collaboration. |
| Secondflagship store openedin Taiwan. | |
| Together with Japanese skincare ingredient manufacturing company, Technoble, and Kinkai University, unveiled the newly developed anti-aging solution, BA-5. |
|
| Platinum Intensive Whitening Dark Spot Eraser received SNS National Quality Mark and National Biotechnology and Medical Care Quality Award. |
|
| Received silver award from the International Trade Fair Ideas – Inventions (IENA) Nuremberg, Germany. |
|
| Received Outstanding Quality award and Consumer Satisfaction gold award in Taiwan. |
|
| China Beauty Expo’s Chinese Beauty Industry, Champion for the Beauty Salon category. |
|
| 2019 | Received “Chinese Entrepreneur of 2019” Grand award from the Taiwan Best ManufacturerCommittee. |
| Received“19th Outstanding Corporate and leader”Gold Peak award. | |
| Received titles such as “China’s Beauty and Cosmetics Industry’s Most Popular Brand of 2018,” “Outstanding Innovative Corporation,” “Most Competitive Corporation,” and “Generous Corporation” from the Guangzhou Beauty Association. |
|
| Received gold and special award from the 47th International Exhibition of Inventions Geneva. |
9
III. Corporate Structure
==> picture [490 x 407] intentionally omitted <==
----- Start of picture text -----
JOURDENESS GROUP LIMITED
(CAYMAN)
100% 100% 100% 100%
Jourdeness Development Bio-Jourdeness Bio-Jourdeness
Limited Success United Limited International Group Cosmetic Co. (My) Sdn.
(HK) (SAMOA) Co., Ltd. Bhd.
(TW) (MY)
100% 100%
Jourdeness (Guangzhou) Cosmetics
Jourdeness (Guangzhou) Cosmetology
Co., Ltd.
Enterprise Management Co., Ltd.
(CHINA)
(CHINA)
100% 100%
Chengdu Jourdeness Changsha Jourdeness
Enterprise Management Enterprise Management
Consulting Co., Ltd. Consulting Co., Ltd.
(CHINA) (CHINA)
----- End of picture text -----
IV. Risk Items
Please refer to section seven of this report for risk evaluation and other important matters.
10
III. CORPORATE GOVERNANCE REPORT
I. Organizational System
1. Organizational structure
==> picture [470 x 275] intentionally omitted <==
----- Start of picture text -----
Shareholders
General Meeting
Remuneration Board of Directors Audit Committee
Committee
Auditorial
General Manager of room
the Group
Taiwan
Finance Administrative China branch Malaysia branch
branch
department department department department
department
----- End of picture text -----
2. Business functions of each major department
| Department name | Business functions |
|---|---|
| Board of Directors | Formulation of strategies and objectives for the business operation of the Group. |
| General Manager of the Group |
1. Report to the Board of Directors and Shareholders General Meeting regarding the status of business operation and development plan, as well as execute the resolutions by the Board of Directors. 2. Ensure and execute the Group’s operational goal and future development. 3. Plan and achieve the company’s keyoperationalpolicies and salesplan. |
| Audit Committee | 1. Establish, amend, and assess the internal control system. 2. Establish or amend the handling of acquisition or disposal of assets, financial derivatives transaction, loan to others, and the endorsement or guarantee of major financial affairs for others. 3. Major matters as specified by other companies or management authorities. |
| Remuneration Committee |
1. Establish and review the policy, system, standard, and structure regarding the evaluation of the directors’ and managers’ performance and remuneration. 2. Evaluate and establish remuneration for the directors and managers. |
| Auditorial room | 1. Responsible for assessing corporate governance, internal control system management regulation,as well as the implementation of internal audit |
11
| Department name | Business functions |
|---|---|
| work of all the companies within the Group, and propose recommendations for improvement. 2. Push foward the implementation of policies and regulations of all the companieswithin theGroup. |
|
| Finance department | 1. Manage the Group’s capital allocation planning, accounting, and investment management affairs. 2. Manage the review and preparation of the Group’s consolidated financial statements, cost assessment and control, gathering and preparing of budget information. 3. Operation of corporate governance. 4. Application, reporting, and approval of the Group’s oversea investment activities. |
| Administrative department |
1. Handles the planning and management of all matters related to the Group’s administrative. 2. Human resource management and planning of organization’s developmentwithin theGroup. |
| Taiwan branch department |
Engage in facial and body care of SPA services, as well as the manufacturing and sale of facial and skin care products. |
| China branch department |
1. Jourdeness (Guangzhou) Cosmetics Co., Ltd.: established in 2003, engages in facial and body skin care products manufacturing and sales, as well as SPA services within the China region. 2. Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.: franchise license issuing and management institution for the facial and bodycare franchise business in theChina region. |
| Malaysia Business Department |
The Malaysia Business Department was established in 2016, focuses on the facial and body care product sales and SPA services in Malaysia. |
12
II. Information of directors, supervisors, general managers, deputy general managers, assistant general managers, and managers of each department and branch offices
(I) Information of directors and supervisors
1. Information of directors and supervisors
| April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Nationality or registered location |
Name | Gender | Date of First Elected Term |
Date of Elected Term |
Term of office |
Shares owned at the time of election |
Shares owned currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Major experiences and educational background |
Positions held at the company or other companies currently. |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
||||||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Position | Name | Relationship | |||||||||
| Chairman | Republic of China |
Cheng- Hsiung Chen |
Male | 103.05.13 | 106.06.22 | 3 years | － | － | 1,071 | 1.76 | － | － | 17,695 | 29.00 | Taichung Municipal Dajia Senior High School Chairperson of JOURDENESS GROUP LIMITED |
Note 1 | Director Director |
Chia-Chi Chen Cheng-Tzu Chen |
Father and daughter Brothers |
| Director | Republic of China |
Cheng- Tzu Chen |
Male |
103.05.13 | 106.06.22 | 3 years | － | － | － | － | 4,206 | 6.89 |
5,361 | 8.79 | 2015, Master in Cultural Industry Management, The School of Management Development, Feng Chia University. Director of Bio- Jourdeness International |
Note 2 | Director | Cheng- Hsiung Chen |
Brothers |
13
April 27[th] , 2019, unit: thousand shares; %
| Position | Nationality or registered location |
Name | Gender | Date of First Elected Term |
Date of Elected Term |
Term of office |
Shares owned at the time of election |
Shares owned at the time of election |
Shares owned currently |
Shares owned currently |
Shares owned by spouse or minor children currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Shares owned under another person’s name |
Major experiences and educational background |
Positions held at the company or other companies currently. |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Position | Name | Relationship | |||||||||
| GroupCo.,Ltd. | |||||||||||||||||||
| Director | Republic of China |
Chia-Chi Chen |
Female | 103.05.13 | 106.06.22 | 3 years | － | － | 7 | 0.01 | － | － | 2,325 | 3.81 | National Nantou Commercial High School Ehle Institute Japanese Language School General Manager of JOURDENESS GROUP LIMITED National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA) Licenses |
Note 3 | Director | Cheng- Hsiung Chen |
Father and daughter |
| Director | Republic of China |
I-Min Chen |
Male | 104.09.07 | 106.06.22 | 3 years | － | － | － | － | － | － | － | － | Department of Management, Faculty of Economics, |
－ | － | － | － |
14
| April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Nationality or registered location |
Name | Gender | Date of First Elected Term |
Date of Elected Term |
Term of office |
Shares owned at the time of election |
Shares owned currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Major experiences and educational background |
Positions held at the company or other companies currently. |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
||||||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Position | Name | Relationship | |||||||||
| Sophia University, Japan. President of Saito Trading Co.,Ltd. |
|||||||||||||||||||
| Director | Republic of China |
Yu-Cheng Shen |
Male |
104.09.07 | 106.06.22 | 3 years | － | － | － | － | － | － | － | － | Tokyo School of Law and Economics Chairperson of Min Liang Co.,Ltd. |
－ |
－ | － | － |
| Director | Republic of China |
Wei-Kuo Chen |
Male | 106.06.22 | 106.06.22 | 3 years | － | － | 380 | 0.62 | － | － | － | － | Overseas Chines University Manager of Citib Taiwan, Ltd. Chief financial officer of Bio- Jourdeness International Group Co., Ltd. Supervisor of Bio-Jourdeness International GroupCo.,Ltd. |
e Note 4 |
|||
| Independent Director |
Republic of China |
Tie-In Jin | Male | 106.06.22 | 106.06.22 | 3 years | － | － | － | － | － | － | － | － | Deakin University, Australia Finance Ph.D. Associate |
－ | － | － | － |
15
| April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Nationality or registered location |
Name | Gender | Date of First Elected Term |
Date of Elected Term |
Term of office |
Shares owned at the time of election |
Shares owned currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Major experiences and educational background |
Positions held at the company or other companies currently. |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
||||||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Position | Name | Relationship | |||||||||
| professor of Takming University of Science and Technology Specially appointed associate professor of the Department of Finance, Chaoyang University of Technology |
|||||||||||||||||||
| Independent Director |
Republic of China |
Ming-Fu Wang |
Male | 103.05.13 | 106.06.22 | 3 years | － | － | － | － | － | － | － | － | Ph.D. in Health Science, Graduate School of Medical Sciences, Tokushima University Chancellor and dean of Yuanpei University of Medical Technology Dean of University Affairs, Department Chair, and |
Note 5 |
－ | － | － |
16
| April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | April 27th ,2019,unit: thousand shares;% | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Nationality or registered location |
Name | Gender | Date of First Elected Term |
Date of Elected Term |
Term of office |
Shares owned at the time of election |
Shares owned currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Major experiences and educational background |
Positions held at the company or other companies currently. |
Other managers, directors, or supervisors that are spouse or relatives within second-degree |
||||||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Position | Name | Relationship | |||||||||
| professor at Providence University |
|||||||||||||||||||
| Independent Director |
Republic of China |
Yi-Min Shun |
Male | 106.06.22 | 106.06.22 | 3 years | － | － | － | － | － | － | － | － | Department of Electronic Engineering, Nan Kai University of Technology Masters, Logistic and Technology Management, Continuing Education Credit Course, Tunghai University Collaborated EMBA Special Course by National Taiwan University and Fudan University Ofuna Technology Co., Ltd. Senior Deputy General Manager |
Note 6 |
－ | － | － |
Note 1: Chairperson Cheng-Hsiung Chen also serves as the chief strategy officer of Jourdeness International, chairperson of Success United Limited, chairperson of JOURDENESS DEVELOPMENT LIMITED, chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd., and chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. In addition, Mr. Cheng-Hsiung Chen, through Corewin Investments Limited indirectly possesses 15,853 thousand shares; through LIMIENWIDE INT'L INC. indirectly possesses 1,356thousand shares; through Hung-Chih Yao indirectly possesses 67 thousand shares; through Ssu-Yu Chen
17
indirectly possesses 30 thousand shares; through Yu-Te Wang indirectly possesses 207 thousand shares; through Wan-Hsin Chen indirectly possesses 19 thousand shares; through Ya-Ling Hsieh indirectly possesses 64 thousand shares; through Su-Ching Chen Wang indirectly possesses 99 thousand shares; in total possesses the company’s 18,766 thousand shares, accounting to a shareholding ratio of 30.76%.
-
Note 2: Director Cheng-Tzu Chen is also the supervisor OF Jourdeness (Guangzhou) Cosmetics Co., Ltd., director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., and deputy chief executive officer of Jourdeness International. In addition, Mr. Cheng-Tzu Chen through Lucky Asia International Ltd. indirectly holds 4,487 thousand shares; through Charm Ocean International Limited indirectly holds 874 thousand shares, in total holds the company’s 5,361 thousand shares, accounting to a shareholding ratio of 8.79 %.
-
Note 3: Ms. Chia-Chi Chen serves as the Groups’ Chief Operating Officer and General Manager, as well as the general manager of Jourdeness Internationl, and Bio-Jourdeness Cosmetic Co.(My) Sdn. Bhd. Through Trimix International Limited she indirectly owns 1,328 thousand shares; through Alimienwide Int'l Inc. indirectly owns 997 thousand shares, in total possessing the company’s 2,332 thousand shares, accounting to a shareholding ratio of 3.82%.
-
Note 4: Director Wei-Kuo Chen is also the supervisor of Jourdenss International, director of Jourdeness (Guangzhou) Cosmetics Co., Ltd., supervisor of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. and Success United Limited director.
-
Note 5: independent director Ming-Fu Wang is also the Phyto Health Corporation’s jurisdic person director representative.
-
Note 6: Independent director Yi-Min Shun also serves as the representative of the jurisdic person director of Ofuna Technology Co., Ltd.
18
2. Major shareholders of the juristic person shareholders
| 2. Major shareholders of the juristic person shareholders | 2. Major shareholders of the juristic person shareholders |
|---|---|
| April 27th ,2019 | |
| Name of the juristic person shareholder | Major shareholders of the juristic person shareholders |
| Corewin Investments Limited Registration Location: Bvi | Cheng-Hsiung Chen(100%) |
| LuckyAsia International Ltd. Registration location: Anguilla | Cheng-TzuChen(100%) |
| Trimix International Limited Registration location: Anguilla | Yu-Chien Chen (71.6%) Chia-ChiChen(28.4%) |
| Asia SinoEnterprises Co.,Ltd.Registration location:Anguilla | Li-Yun Huang (100%) |
| Alimienwide Int’l Inc. Registration location: Belize | Cheng-Hsiung Chen (40%) Chia-Chi Chen (30%) Yu-ChienChen(30%) |
| Acme InvestmentsCo.,Ltd. Registration location: Anguilla | Tung-Chou Ke(100%) |
| Charm Ocean International Limited Registration location: Belize | Cheng-Tzu Chen (50%) Li-Yun Huang (50%) |
-
The major shareholders of juristic person shareholders are juristic person acting as major shareholder: none
-
Information of directors and supervisors
| Requirement Name |
Whether or not possesses 5 or more years of working experiences and the following professionalqualifications |
Whether or not possesses 5 or more years of working experiences and the following professionalqualifications |
Whether or not possesses 5 or more years of working experiences and the following professionalqualifications |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Meet the conditions for independency (Note 1) |
Concurrently serving as independent director in other public issued companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lecturer or above of public or private higher educational institutions in subjects such as business, law, finance, accounting, or any related subjects needed by the company. |
Professional or technical personnel such as judge, prosecutor, lawyer, accountant, or other types of professions that require national examination and certification and needed by the company. |
Work experiences in business, law, finance, accounting, or other areas in areas needed by the company. |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||
| Cheng-HsiungChen | | | | | | － | ||||||||
| Cheng-Tzu Chen | | | | | | － | ||||||||
| Chia-Chi Chen | | | | | | | － | |||||||
| I-Min Chen | | | | | | | | | | | | － | ||
| Yu-ChengShen | | | | | | | | | | | | － | ||
| Wei-Kuo Chen | | | | | | | | | | | | － | ||
| Tie-In Jin | | | | | | | | | | | | | － | |
| Ming-Fu Wang | | | | | | | | | | | | | － | |
| Yi-Min Shun | | | | | | | | | | | | － |
-
Note 1: For each director and supervisor that fulfill the requirements below, mark a “check” in the empty space at the bottom of each requirement code” ”.
-
(1) Shall not be an employee of the company or any of its affiliates.
-
(2) Shall not be a director or supervisor of the company or any of its affiliates. However, this does not apply in the situation where the person who serves as an independent director of the company, its parent company, or any subsidiary is appointed according to the Security Exchange Act or local laws of the country where the parent or subsidiary is established.
-
(3) Shall not be a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or by the person under other names, in a total amounting to 1%
19
or more of the total number of issued shares of the company, or ranking as the top ten shareholders.
-
(4) Shall not be a spouse or relative within second-degree nor direct blood relative within thirddegree of any of the persons mentioned in the preceding three categories.
-
(5) Shall not be a director, supervisor, or employee of a corporate shareholder that have direct ownership of more than 5% or more of the total number of issued shares of the company or ranks in the top 5 shareholding.
-
(6) Shall not be a director, supervisor, manager, or shareholder holding 5% or more shares, of a specified company or institution that has financial or business relationship with the company.
-
(7) Shall not be a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, or accounting services or consultation to the company or to any affiliate of the company, or a spouse. However, if a company whose stock is listed on the stock exchange or traded over the counter, its appointment of the Remuneration Coomittee and the exercise of powers by the committee members is not restricted by Article 7 Exercise of Powers by the Members of the Remuneration Committee.
-
(8) Is not related to any director as a spouse or a relative of second degree or closer.
-
(9) No occurance of any of the conditions listed in Article 30 of the Company Act.
-
(10) No representative from the government or jursidic person as outlined in Article 27 of the Company Act has been elected.
20
(II) General manager, vice general manager, associate manager, and managers of each department and branch offices.
April 27[th] , 2019 Unit: thousand shares; %
| Position | Nationality | Name | Gender | Elected Term |
of election | of election | Shares owned by spouse or minor children currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Shares owned under another person’s name |
Major experiences and educational background |
Currently holding positions in other companies |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding Ratio (%) |
Number of shares |
Shareholding Ratio(%) |
Number of shares |
Shareholding Ratio(%) |
Position | Name | Relationship | |||||||
| Chairperson-cum- chief strategic officer of the Group |
Republic of China |
Cheng- Hsiung Chen |
Male | 106.08.10 | 1,071 | 1.76 | － | － | 17,695 | 29.00 | Taichung Municipal Dajia Senior High School Chairperson of JOURDENESS GROUP LIMITED Chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
Note 1 | General Manager of the Group Deputy executive officer of Jourdeness International Chief executive officer of the Group |
Chia-Chi Chen Cheng-Tzu Chen Yu-Chien Chen |
Father and daughter Brothers Father and daughter |
| Chief Operating Officer and General Manager of the Group |
Republic of China |
Chia-Chi Chen |
Female | 106.08.10 | 7 | 0.01 | － | － | 2,325 (Note2 ) |
3.81 | National Nantou Commercial High School Ehle Institute Japanese Language School General Manager of Bio- Jourdeness International Group Co., Ltd. National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA) Licenses Director of Bio-Jourdeness Cosmetic Co.(My)Sdn. Bhd. |
Note 2 | Chairperson-cum- chief strategic officer of the Group Chief executive officer of the Group |
Cheng- Hsiung Chen Yu-Chien Chen |
Father and daughter Sisters |
| Chief financial officer of the Group |
Republic of China |
Hsiao-Hui Cheng |
Female | 105.12.31 | 6 | 0.01 | － | － | － | － | Department of Accounting, Chung Yuan Christian University KPMG Taiwan Deputy director of the finance department of Huga Optotech Inc. |
Note 3 | － | － | － |
21
| Position | Nationality | Name | Gender | Elected Term |
of election | of election | Shares owned by spouse or minor children currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Shares owned under another person’s name |
Major experiences and educational background |
Currently holding positions in other companies |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding Ratio (%) |
Number of shares |
Shareholding Ratio(%) |
Number of shares |
Shareholding Ratio(%) |
Position | Name | Relationship | |||||||
| Director of Bio-Jourdeness Cosmetic Co.(My)Sdn. Bhd. |
|||||||||||||||
| Chief executive officer of the Group |
Republic of China |
Yu-Chien Chen |
Female | 100.09.01 | 6 | 0.01 | － | － | 3,13 6 (Note 4) |
5.14 | New Jersey Institute of Technology General manager of Bio- Jourdeness International Group Co., Ltd. Director of Bio-Jourdeness International Group Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. Director of Bio-Jourdeness Cosmetic Co.(My)Sdn. Bhd. |
Note 4 | Chairperson-cum- chief strategic officer of the Group General Manager of the Group |
Cheng- Hsiung Chen Chia-Chi Chen |
Father and daughter Sisters |
| Deputy factory manager of Jourdenss International and director of 3 R&D centers of Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
Republic of China |
Yi-Fen Ou | Female | 2018.02.01 | － | － | － | － | － | － | Department of Applied Cosmetology, Hungkuang University R&D Center Director of Bio- Jourdeness International Group Co., Ltd. |
－ | － | － | － |
| Audit manager of the Group |
Republic of China |
Yu-Ping Liao | Female | 105.01.26 | － | － | － | － | － | － | Department of Accounting, National Changhua University of Education PwC Taiwan |
Note 5 | － | － | － |
22
| Position | Nationality | Name | Gender | Elected Term |
of election | of election | Shares owned by spouse or minor children currently |
Shares owned by spouse or minor children currently |
Shares owned under another person’s name |
Shares owned under another person’s name |
Major experiences and educational background |
Currently holding positions in other companies |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
Related as a spouse or a blood relative of second degree or closer Manager |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding Ratio (%) |
Number of shares |
Shareholding Ratio(%) |
Number of shares |
Shareholding Ratio(%) |
Position | Name | Relationship | |||||||
| Jourdeness International Group Deputy chief executive officer |
Republic of China |
Cheng-Tzu Chen |
Male | 99.12.31 | － | － | 4,206 | 6.89 | 5,361 (Note 6) |
8.79 | 2015, Master in Cultural Industry Management, The School of Management Development, Feng Chia University. Director of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
Note 6 | Chairperson-cum- chief strategic officer of the Group |
Cheng- Hsiung Chen |
Brothers |
| Jourdeness International Group General factory manager |
Republic of China |
Ching-Yuan Chang |
Male | 95.03.01 | － | － | － | － | － | － | World Senior High School General factory manager of Dajia factory, Bio-Jourdeness International Group Co., Ltd. |
－ | － | － | － |
| General manager of operations of Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
Republic of China |
Ya Yun Cheng |
Female | 104.02.01 | 10 | 0.02 | － | － | － | － | Cheng-Kung Vocational Senior High School Chief operating officer of Jourdeness International. |
－ | － | － | － |
Note 1: Also serving as the chairperson of Jourdeness International, chairperson of Success United Limited, chairperson of JOURDENESS DEVELOPMENT LIMITED, Chairperson-cumgeneral manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd., chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. In addition, Mr. Cheng-Hsiung Chen through Corewin Investments Limited indirectly possesses 15,853 thousand shares; through Alimienwide Int’l Inc. indirectly possesses 1,356 thousand shares; through Hung-Chih Yao indirectly possesses 67 thousand shares; through Ssu-Yu Chen indirectly owns 30 thousand shares; through Yu-Te Wang indirectly owns 207 thousand shares; through Wan-Hsin Chen indirectly owns 19 thousand shares; through Ya-Ling Hsieh indirectly owns 64 thousand shares; through CHEN Wang Su indirectly owns 99 thousand shares; possessing a total of 18,776thousand shares, accounting to a shareholding ratio of 30.76%
Note 2: Ms. Chia-Chi Chen also serves as the director and the chief operating officer of the Group and general manager of Jourdeness International. Through Trimix International Limited she indirectly owns 1,328 thousand shares and through Alimienwide Int’l Inc. she indirectly owns 997 thousand shares; possessing a total of 2,332 thousand shares, accounting to a shareholding ratio of 3.82%.
Note 3: Ms. Hsiao-Hui Cheng , chief financial officer of the Group also serves as the chief financial officer of Bio-Jourdeness International Group Co., Ltd.
Note 4: Ms. Hsiao-Hui Cheng of the Group’s chief operating officer, through Trimix International Limited indirects holds 2,489 thousand shares and through Alimienwide Int’l Inc. indirectly holds 647 thousand shares; in total possessing 3,136 thousand shares; accounting to a shareholding ratio of 5.14%.
23
Note 5: Ms. Yu-Ping Liao, the Group’s audit manager also serves as the audit manager of Bio-Jourdeness International Group Co., Ltd. Note 6: Mr. Cheng-Tzu Chen, deputy chief executive officer of Jourdeness International owns, through Lucky Asia International Ltd. 4,487 thousand shares and through Charm Ocean International Limited indirectly possesses 874 thousand shares; with a total of 5,361 thousand shares; accounting to a shareholding ratio of 8.79%.
24
III. Remuneration to directors, supervisors, general managers, and deputy general managers of the most recent fiscal year.
(I) Remuneration to directors of the most recent fiscal year.
| December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | December 31st ,2018 Unit: NT$in thousands;shares in thousands | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Name | Directors’ Remuneration | Proportion of the total of the 4 items, A, B, C, and D to net income after tax. |
Relevant remuneration received by part-time employees | Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income after tax. |
Regardless of whether has received remuneratio n from reinvesment businesses other than from subsidiaries |
||||||||||||||||
| Remuneration (A) |
Retirement pension (B) |
Director remuneration (C) |
Expenses for performance of duties (D) (Note 1) |
Salary, bonus, and special fees, etc. (E) |
Retirement pension (F) |
Employee remuneration (G) | This company |
All companie s listed in the financial statement |
||||||||||||||
| This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
This company _ |
All companies listed in the financial statement |
T h i s c o m p a n y |
All companies listed in the financial statement |
|||||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||||||||||
| Chairman | Cheng-Hsiung Chen |
- |
- | - | - | - | - | 1,080 | 1,080 | 0.20% | 0.20% | 7,507 | 14,159 | - | 91 | 1,618 | - | 1,618 | - | 1.93%- | 3.21% | - |
| Director | Cheng-Tzu Chen |
|||||||||||||||||||||
| Director | Chia-Chi Chen | |||||||||||||||||||||
| Director | I-Min Chen | |||||||||||||||||||||
| Director | Yu-Cheng Shen |
|||||||||||||||||||||
| Director | Wei-Kuo Chen | |||||||||||||||||||||
| Independent director |
Tie-In Jin | |||||||||||||||||||||
| Independent director |
Ming-Fu Wang | |||||||||||||||||||||
| Independent director |
Yi-Min Shun |
Apart from what is disclosed in the table above, remuneration received by the directors for providing services (such as serving as non-employee consultant) to any of the companies listed in the financial statement for the most recent year: none.
Note 1: The expenses of director’s transportation allowance.
25
1. Range of Remunerations
| 1. Range of Remunerations | 1. Range of Remunerations | 1. Range of Remunerations | 1. Range of Remunerations | 1. Range of Remunerations | 1. Range of Remunerations | 1. Range of Remunerations | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Range of Remunerations paid for each director of the company |
Name of director | ||||||||||||||||||
| Total of A+B+C+D | Total of A+B+C+D+E+F+G | ||||||||||||||||||
| This company | Financial Report All companies in the H |
This company | Financial Report All companies in the I |
||||||||||||||||
| Less than $2 million | Cheng-Hsiung Chen, Cheng-Chi Chen, Chia-Chi Chen , I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen, Tie-In Jin, Ming-Fu Wang, Yi-Min Shun |
Cheng-Hsiung Chen, Cheng-Chi Chen, Chia-Chi Chen , I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen, Tie-In Jin, Ming-Fu Wang, Yi-Min Shun |
Cheng-Chi Chen, I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen, Tie-In Jin, Ming- Fu Wang, Yi-Min Shun |
I-Min Chen, Yu- Cheng Shen, Wei- Kuo Chen, Tie-In Jin, Ming-Fu Wang, Yi-Min Shun |
|||||||||||||||
| 2,000,000 | NT$ (included)~ | 5,000,000 | NT$ | － | － | Chia-Chi Chen | Cheng-Tzu Chen | ||||||||||||
| 5,000,000 | NT$ (included)~ | 10,000,000 | NT$ | － | － | Cheng-Hsiung Chen |
Cheng-Hsiung Chen, Chia-Chi Chen |
||||||||||||
| 10,000,000 | NT$ (included)~ | 15,000,000 | NT$ | － | － | － | － | ||||||||||||
| 15,000,000 | NT$ (included)~ | 30,000,000 | NT$ | － | － | － | － | ||||||||||||
| 30,000,000 | NT$ (included)~ | 50,000,000 | NT$ | － | － | － | － | ||||||||||||
| 50,000,000 | NT$ (included)~ | 100,000,00 0 |
NT$ | － | － | － | － | ||||||||||||
| NT$100,000,000 and above | － | － | － | － | |||||||||||||||
| Total | 9people | 9people | 9people | 9people | |||||||||||||||
| Position | Name | Salary (A) | Retirement pension (B) |
Bonus and special expenditure (C) |
Remunerations of employees (D) |
Proportion of the total of the 4 items, A, B, C, and D to net income after tax. |
Regardless of whether has received remuneration from reinvesment businesses other than from subsidiaries |
||||||||||||
| This company _ |
Financial Report Within all The _ |
This company _ |
Financial Report Within all The _ |
This company _ |
Financial Report Within all The _ |
This company |
All companies listed in the financial statement |
This company _ |
Financial Report All companies in the |
||||||||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
||||||||||||||||
| Chairperson- cum-chief strategic officer of the Group |
Cheng- Hsiung Chen |
9,731 |
22,988 | - | 325 | - | - | 7,928 | - | 7,928 | - | 3.35% | 5.92% | none | |||||
| Chief Operating Officer and General Manager of the Group |
Chia- Chi Chen |
||||||||||||||||||
| Chief | Yu- |
26
| executive officer of the Group |
Chien Chen |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chief financial officer of the Group |
Hsiao- Hui Cheng |
|||||||||||||
| Jourdeness International Group Deputy chief executive officer |
Cheng- Tzu Chen |
|||||||||||||
| Jourdeness International Director |
Ching- Yuan Chang |
|||||||||||||
| Jourdeness International Plant Manager and the Director of R & D, Bio- Jourdeness Cosmetic (Guangzhou) |
Yi-Fen Ou |
|||||||||||||
| General manager of operations of Bio- Jourdeness Cosmetic (Guangzhou) |
Ya Yun Cheng |
(II) Payment of compensation for Supervisors in recent years: not applicable as the company has established an audit committee.
- (III) Remuneration of President and Vice President in recent years
Range of Remunerations
December 31[st] , 2018 Unit: NT$ in thousands; shares in thousands
| December 31s | December 31s | December 31s | December 31s | t ,2018 Unit: NT$in thousands;shares in thousands | t ,2018 Unit: NT$in thousands;shares in thousands |
|---|---|---|---|---|---|
| Remuneration of each President and Vice President of the company Range |
Name of President and Vice President | ||||
| This company | All companies inthe Financial Report(E) |
||||
| Less than NT$ 2,000,000 | Yu-Chien Chen, Hsiao-Hui Cheng Ching-Yuan Chang,Yi-FenOu |
－ | |||
| 2,000,000 | NT$ (included)~ | 5,000,000 | NT$ | Chia-Chi Chen, Ya-Yun Cheng |
Cheng-Chi Chen, Ching- Yuan Chang, Ya-Yun Cheng Yu-Chien Chen, Hsiao-Hui Cheng,Yi-FenOu |
| 5,000,000 | NT$ (included)~ | 10,000,000 | NT$ | Cheng-Hsiung Chen |
Cheng-Hsiung Chen, Chia- ChiChen |
| 10,000,000 | NT$ (included)~ | 15,000,000 | NT$ | － | － |
| 15,000,000 | NT$ (included)~ | 30,000,000 | NT$ | － | － |
| 30,000,000 | NT$ (included)~ | 50,000,000 | NT$ | － | － |
27
| 50,000,000 | NT$ (included)~ | 100,000,000 | NT$ | － | － |
|---|---|---|---|---|---|
| NT$100,000,000 and above | － | － | |||
| Total | 7people | 8people |
-
(IV) Employee’s Remuneration to managerial officers in recent years: no employee’s remuneration paid in recent years.
-
(V) The analysis on the percentage of aggregated remunerations of directors, supervisors, presidents, and vice presidents paid by the company and all the companies on the consolidated statement in past 2 years to net income after tax, with explanation on policy for payment of compensation, standards and composition, and procedure for setting the amount of payment, plus correlation of operating performance and future risks.
-
The percentage of aggregated remunerations of directors, supervisors, presidents, and vice presidents paid by the company and all the companies on the consolidated statement in past 2 years to net income after tax
| Unit: NT$in thousands | Unit: NT$in thousands | |||
|---|---|---|---|---|
| 2018 | 2017 | |||
| This company |
All companiesin the Financial Report |
This company |
All companiesin the Financial Report |
|
| Remunerations of directors | 10,205 | 16,948 | 9,271 | 16,885 |
| Proportion of directors’ remuneration to net income(%) |
1.93% |
3.21% | 5.08% | 9.26% |
| Remunerations of President and Vice President |
17,660 |
31,241 | 16,109 | 29,901 |
| Proportion of President’s and Vice President’s Remunerations to net income(%) |
3.35% |
5.92% | 8.83% | 16.39% |
-
Policy for payment of remuneration, standards and composition, and procedure for setting amount of payments, plus correlation of operating performance and future risks.
-
(1) Directors and Supervisors
The company has appointed all the independent directors as the member of the Remuneration Committee, which is responsible for the establishing and regularly reviewing the performance goals for the directors and managerial officers, and the policies, systems, standards and structure for their compensation, as well as assesses and consults to the pay levels in the industry on a regular basis, for determining the amount of payment to the directors and managerial officers.
- (2) President andVicePresident
28
Remunerations of the President and the Vice president including salary, bonus and retirement pension, which are determined in regard to the position, responsibility and contribution to the company, and with reference to the pay levels in the industry.
(3) Correlation of operating performance and future risks
As bonus and distribution of earnings within remuneration package depends on the annual operating performance of the company, with reference to the pay levels in the industry, and consideration of changes in market conditions, thus remuneration payable to directors (including independent directors), the president and the vice president of the company, is in correlation with the operating performance of the company and future risks.
IV. Governance and operation of the company
- (I) Operation of the Board of Directors
Upon the issuing date of the 2018 Annual Report, 10 Board of Directors Meetings has been held, the attendance of each meeting is as followed:
| Position | Name | Frequency of actual attendance |
Frequency of proxy attendance |
Rate of actual attendance (%) |
Note |
|---|---|---|---|---|---|
| Chairman | Cheng-Hsiung Chen |
10 | 0 | 100 | |
| Director | Cheng-Tzu Chen |
10 | 0 | 90 | |
| Director | Chia-Chi Chen | 10 | 0 | 100 | |
| Director | I-MinChen | 10 | 0 | 100 | |
| Director | Yu-Cheng Shen | 10 | 0 | 100 | |
| Director | Wei-Kuo Chen | 10 |
0 | 100 | |
| Independent director |
Tie-In Jin | 9 | 0 | 90 | |
| Independent director |
Yi-Min Shun | 9 | 0 | 90 | |
| Independent director |
Ming-Fu Wang | 10 |
0 | 100 | |
| Others: I. For the matters specified in Article 14-3 of the Securities and Exchange Act and other Board Meeting resolutions to which independent director has an adverse opinion or qualified opinion, and with record or written statement, shall include the date, the term, the agenda of discussion, the opinion of each independent director, and the handling of such opinion by the company: no above situation. (I) Matters specified in Article 14-3 of the Securities and Exchange Act: Board of Agenda and the handlingof The Adverse |
29
| Directors | resolutions | Securities and Exchange Act Article 14-3 Matters specified in |
opinion or qualified opinion of independent directors |
||
|---|---|---|---|---|---|
| The third term 6thmeeting 2018.01.22 |
1. Acquiring real property from the related party, the transaction amount is RMB16 million . |
V | |||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 7th meeting 2018.03.02 |
1. 2017 Business Report and the Consolidated Financial Statement. |
V | |||
| 2. 2107 Statement of Internal Control System. |
V | ||||
| 3. 2017 distribution of earnings. |
V | ||||
| 4. Amendment to the articles of incorporation. |
V | ||||
| 5. Amendment to the policy for directors’ and top executives’ payment of compensation. |
V | ||||
| 6. Amendment to the management of top executives’ performance evaluation. |
V | ||||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 8thmeeting 2018.05.09 |
1. Payment of compensation for appointed CPA of the year 2018 |
V | |||
| 2. Amendment to the Procedures for the |
V |
30
| Group, Corporate, Specified company and Related Party Transaction. |
|||||
|---|---|---|---|---|---|
| 3. Amendment to the Management Procedures of Financial Statement Preparation . |
V | ||||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 9thmeeting 2018.08.06 |
1. The company loaned US$5.5 million to its subsidiary Bio- Jourdeness International GroupCo.,Ltd. |
V | |||
| 2. Proposal for capital increase through the issuance of new shares in theyear 2018. |
V | ||||
| 3. Proposal for the first time issuance of unsecured convertible bond within the Republic of China . |
V | ||||
| 4. Proposal for ratification of the subsidiary Bio- Jourdeness International Group Co., Ltd. as the company’s guarantor for bank loan amount . |
|||||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 10th meeting 2018.11.11 |
1. Proposal for RMB 10,000,000 of fund lending between the company and its subsidiary. |
V | |||
| 2. Proposal of financial |
V |
31
| product investment by the subsidiary in Chinese maninland, Jourdeness (Guangzhou) Cosmetics Co.,Ltd. |
|||||
|---|---|---|---|---|---|
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 11th meeting 2018.12.23 |
1. Amendment to articles of the Procedure for Acquisition or Disposal of Assets. |
V | |||
| 2. Amendment to the “Accounting System” of the company. |
V | ||||
| 3. Proposal of financial product investment by the subsidiary in Chinese maninland, Jourdeness (Guangzhou) Cosmetics Co.,Ltd. |
V | ||||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 12th meeting 2019.01.22 |
1. Proposal of offering NT$ 750 million of capital increased by cash to subsidiary Joudeness Co. Ltd. |
V | |||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. | |||||
| Resolution of directors: approval byall attended directors. | |||||
| The third term 1st meeting Interim meeting 2019.01.23 |
1. Proposal to call off the capital increased as resolved in the 9thboard meeting of the 3rd term on Aug. 6th,2018. |
V | |||
| The opinion of independent directors: none. | |||||
| The company’s handlingof independent directors’ opinion: none. |
32
| Resolution of directors: approval byall attended directors. | Resolution of directors: approval byall attended directors. | Resolution of directors: approval byall attended directors. | ||
|---|---|---|---|---|
| The third term 13th meeting 2019.03.19 |
1. 2018 Business Report and the Consolidated Financial Statement. |
V | ||
| 2. 2108 Statement of Internal Control System. |
V | |||
| 3. 2018 Earnings distributionproposal |
V | |||
| 4. Amendment to the “Corporate Governance Best Practice Principles” of the company |
V | |||
| 5. Amendment to the “Standard Operational Protocol for Responding to Requests from Directors”. |
V | |||
| 6. Amendment to the “Operational Procedure for Lending Funds to Others”. |
V | |||
| 7. Amendment to the “Procedures for Endorsement and Guarantees”. |
V | |||
| 8. Proposal on amending the "Articles of Association". |
V | |||
| The opinion of independent directors: none. | ||||
| The company’s handlingof independent directors’ opinion: none. | ||||
| Resolution of directors: approval byall attended directors. | ||||
| The third term 14th meeting 2019.05.09 |
1. Payment of compensation for appointed CPA of the year 2019 |
V | ||
| Independent directors’ opinion: None. | ||||
| The Company’s handlingof independent directors’ opinion: none. | ||||
| Resolution of directors: approval byall attendingdirectors. |
33
| required to abstain and his or her participation in voting: 1. The director Cheng-Tzu | |
|---|---|
| Chen did not participate in the discussion and voting for the proposal of acquisition | |
| of realty by the subsidiary Bio-Jourdeness Cosmetic Co. at 6th Board meeting of the | |
| 3rdterm on Jan. 19th, 2018, to avoid a conflict of interest. | |
| II. | Evaluation of goals (such as establishing Audit Committee, improving information |
| transparency, etc.) for enhancing functions and practices of the Board of Directors in the | |
| year and recent years: the company established the Audit Committee in May 2014, and | |
| convened 1st Audit Committee meeting of the 1stterm on May 22nd, 2014. |
34
-
(II) Practices of the Audit Committee and the Supervisor’s Participation in the Operation of the Board of Directors
-
The company has established the Audit Committee consists of all members of independent directors on May 13[th] , 2014; during the year 2018 and upon the issuing date of the Annual Report, the Committee had convened 9 meetings, the attendance of Independent Directors is as follow:
| Position | Name | Frequency of actual attendance |
Frequency of proxy attendance |
Rate of actual attendance (%) |
Note |
|---|---|---|---|---|---|
| Independent director |
Tie-In Jin | 9 | 0 | 100 | |
| Independent director |
Yi-Min Shun |
9 | 0 | 100 | |
| Independent director |
Ming-Fu Wang |
9 | 0 | 100 | |
| Others: I. If following circumstances comply with the operation of the Audit Committee, shall state clearly the date, term, proposal, and resolutions of the Audit Committee meeting, plus the company’s handling of the Audit Committee’s opinions: A. Matters specifiedin Article14-5 ofthe Securities andExchangeAct”: Board of Directors Agenda and the handling of resolutions the Securities and Exchange Act Article 14-5 Matters specified in Not yet approved by the Audit Committee, but more than 2 thirds of directors had the resolution adopted with consent. The third term 6thmeeting 2018.01.22 1. Acquiring real property from the related party, the transaction amount is RMB16 million . V Resolution at the Audit Committee meeting (2018.01.22): approval by all members oftheAudit Committee. The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. The third term 7th meeting 2018.03.29 1. 2017 Business Report and the Consolidated Financial Statement. V 2. 2107 Statement of Internal Control System. V 3. 2017 distribution of earnings. V 4. Amendment to the articles of incorporation. V 5. Amendment to thepolicyfor directors’ and V |
35
| topexecutives’payment of compensation。 | |||||
|---|---|---|---|---|---|
| 6. Amendmenttothe Guidelines for Performance Appraisal of executives. |
V | ||||
| Resolution at the Audit Committee meeting (2018.03.29): approval by all members oftheAudit Committee. |
|||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
|||||
| The third term 8th meeting 2018.05.09 |
1. Payment of compensation for appointed CPA of theyear 2018 |
V | |||
| 2. Amendment to the Procedures for the Group, Corporate, Specified company and Related PartyTransaction . |
V | ||||
| 3. Amendment to the Management Procedures of Financial Statement Preparation . |
V | ||||
| Resolution at the Audit Committee meeting (2018.05.09): approval by all members oftheAudit Committee. |
|||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
|||||
| The third term 9thmeeting 2018.08.06 |
1. The company loaned US$5.5 million to its subsidiary Bio-Jourdeness International Group Co.,Ltd. |
V | |||
| 2. Proposal for capital increase through the issuance of new shares in theyear 2018. |
V | ||||
| 3. Proposal for the first time issuance of unsecured convertible bond within the Republic of China . |
V | ||||
| 4. Proposal for ratification of the subsidiary Bio- Jourdeness International Group Co., Ltd. as the company’s guarantor for bank loan amount . |
|||||
| Resolution at the Audit Committee meeting (2018.08.06): approval by all members oftheAudit Committee. |
|||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
|||||
| The third term 10th meeting 2018.11.11 |
1. Proposal for RMB 10,000,000 of fund lending between the companyand its subsidiary. |
V | |||
| 2. Proposal of financial product investment by the subsidiary in Chinese maninland, Jourdeness(Guangzhou)Cosmetics Co.,Ltd. |
V | ||||
| Resolution at the Audit Committee meeting (2018.11.11): approval by all members of the Audit Committee. |
|||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting. |
|||||
| The third | 1. Amendment to articles of the Procedure for |
V |
36
| term 11th meeting 2018.12.23 |
Acquisition or Disposal of Assets. | |||
|---|---|---|---|---|
| 2. Amendment to the “Accounting System” of the company. |
V | |||
| 3. Proposal of financial product investment by the subsidiary in Chinese maninland, Jourdeness(Guangzhou)Cosmetics Co.,Ltd. |
V | |||
| Resolution at the Audit Committee meeting (2018.12.23): approval by all members oftheAudit Committee. |
||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
||||
| The third term 12th meeting 2019.01.22 |
1. Proposal of offering NT$ 750 million of capital increased by cash to subsidiary Joudeness Co. Ltd. |
V | ||
| Resolution at the Audit Committee meeting (2019.01.22): approval by all members oftheAudit Committee. |
||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
||||
| The third term 13th meeting 2019.03.19 |
1. 2018 Business Report and the Consolidated Financial Statement. |
V | ||
| 2. 2108 Statement of Internal Control System. |
V | |||
| 3. 2018 Earnings distributionproposal |
V | |||
| 4. Amendment to the “Corporate Governance Best Practice Principles” of the company |
V | |||
| 5. Amendment to the “Standard Operational Protocol for Responding to Requests from Directors”. |
V | |||
| 6. Amendment to the “Operational Procedure for LendingFunds to Others”. |
V | |||
| 7. Amendment to the “Procedures for Endorsement and Guarantees”. |
V | |||
| 8. Proposal on amending the "Articles of Association". |
V | |||
| Resolution at the Audit Committee meeting (2019.03.19): approval by all members oftheAudit Committee. |
||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting. |
||||
| The third term 14th meeting 2019.05.09 |
Payment of compensation for appointed CPA of the year 2019 |
V | ||
| Resolution at the Audit Committee meeting (2019.05.09): approval by all members oftheAudit Committee. |
||||
| The company’s handling of the Audit Committee’s opinion: approval by all the attending directors in the meeting. |
37
-
II. For the effort of directors in avoiding a conflict of interest, shall state the name of director, the proposal, the reason for the director is required to abstain and his or her participation in the voting.
-
III. Communication between independent directors, and internal auditors and CPA (e. g. based on finance and business communicate issues on significant matters, methods, and the results): the Audit department of the company provides the auditing report to independent directors for review, and attend the board meeting to report practices of auditing on a regular basis; independent directors may examine finance and business of the company at any time, and to communicate with managers of related department for improvement, if he or she has queries about or recommendations for the company’s finance and business. In addition to audit the Financial Statements regularly, independent directors shall communicate with CPA via meeting whenever it is necessary.
-
(III) The differences between the practices of the company’s governance and the Guideline for the Listed Company Governance”, and the reasons for it.
| Item of Assessment | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| I. Does the company comply with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies to formulate the guidelines for the company’s governance and disclosedit asrequired? |
✓ | The company has established the “Guidelines for the Company Governance ” under the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and has it disclosed as required. |
No significant differences. |
|
| II. Equity structure and shareholders rights (I) Has the company established the internal procedure for handling shareholders’ suggestions, queries, disputes, and litigation, and has implemented according to it? |
✓ | (I) The company has appointed the transfer agency in Taiwan to handle stock affairs, the spokesman for responding suggestions from shareholders, and will establish relevant guidelines of internal procedures for handling shareholders’ suggestions, queries, disputes and litigation when it is necessary. |
No significant differences. |
|
| (II) Has the company held the list of shareholders with controlling interest and ultimate controllers of the major shareholders? |
✓ | (II) The company has in hand the list of shareholdings of directors, managers and shareholders with more 10% of shares. |
No significant differences. |
38
| Item of Assessment | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| (III) Has the company established and enforced the mechanism for risk control and firewall methods with the affiliates? |
✓ | (III) The company has formulated the procedures for exercise internal control system and related management, which has specified the management of staffs, assets, and finance ofthe affiliates. |
No significant differences. |
|
| (IV) Has the company formulated the internal regulation to forbid insider to take advantage of not disclosed information in trading securities? |
✓ | (IV) The company has established the Procedure for Handling Material Internal information, to forbid insider using not disclosed information in trading securities. |
No significant differences. |
|
| III. Organization and Responsibilities of the Board of Directors (I) Has the Board of Directors formulated different policies regarding the composition of the board members and implemented accordingly? (II) Aside to establish the Remuneration Committee and the Audit Committee under the law, will the company set up other functional committees not required by law? |
✓ ✓ |
(I) The company has elected 9 directors, among whom, 3 are independent directors, and all members of independent directors are appointed to organize an Audit Committee. (II) In addition to establishing the Remuneration Committee and the Audit Committee under the law, the company has not yet set up committees with functions other than those required by law but will take into consideration of the company’s operation and legal regulations in the future and set up other functional committees if necessary. |
No significant differences. No significant differences. |
39
| Item of Assessment | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
||
|---|---|---|---|---|
| Yes | No | Remarks | ||
| (III) Has the company established the performance appraisal of the Board of Directors and the method for evaluating, and implement the evaluation regularly? (IV) Does the company regularly evaluate the independence of the CPA? |
✓ ✓ |
(III) The company formulated the performance appraisal on November 3rd, 2016, for evaluating the performance of the board regularly. (IV) The accounting firm that offers the company CPA and related service is Deloitte Taiwan, independence of CPA is evaluated annually on a regular basis, under the standard for independence evaluation which is formulated with reference to the “Bulletin of Standards on Auditing” and the “Bulletin of the Norm of Professional Ethics for Certified public Accountant” No. 10 regarding “integrity, fair and objective, and independence”. Based on “Confirmation of independence” provided by the CPA and the assessment of independence according to the preceding standard, the assessment results of CPA Cheng-Chun Chiu and Tzi-Jung Kuo of Deloitte Taiwan both met the standard for independence evaluation (Note 1) and will be presented in the meetings of the Audit Committee and the Board of Directors on May 9th, 2018 for review to be adopted. |
No significant differences. No significant differences. |
40
| Item of Assessment | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| IV. Has the TWSE/TPEx Listed Company assigned the personnel designated (or concurrently responsible) to handle matters regarding governance of the company or a person responsible in related matters (including but not limited to provide directors, supervisors the materials required for practices, to handle matters related to the board meeting and shareholders meeting under the law, apply for company (change) registration, and record resolutions of the board meeting and shareholders meeting in the minutes? |
✓ |
The company has assigned the personnel designated to handle matters related to company governance, including to provide directors and independent directors materials as needed, handle matters related to the board meeting and shareholders meeting in accordance with the law, apply for company (change) registration, and to record the board meeting and shareholders meeting resolutions in to minutes. |
No significant differences. |
|
| V. Has the company established the channel to communicate with related parties (including but not limited to shareholders, employees, clients, and suppliers, etc.), and created a Related parties’ section on the website, for responding Related parties’ queries and concerns on issues regarding corporateresponsibilities? |
✓ | The company has appointed litigation and none-litigation agent for handling matters of the company’s public relations and that related to related parties. |
No significant differences. |
|
| VI. Has the company engaged a professional shareholders service agent to handle matters regarding shareholdersmeeting? |
✓ | The company has engaged the shareholders service agent SinoPac Securities to handle matters regarding shareholders meeting. |
No significant differences. |
|
| VII. Disclosure of Information (I) Has the company built up website for the disclosure of information regarding finance, business, and governance of the |
✓ | (I) The company has established the corporate website that is ready to disclose the information at any time, and reports information regarding the corporate governance practices and |
No significant differences. |
41
| Item of Assessment | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| company? (II) Has the company adopted other methods for the disclosure of information (e.g., maintaining a website in English, assigning personnel responsible for gathering and disclosure of the company information, appointing spokespersons, posting the entire process of investors meeting on website, etc.)? |
✓ |
finances, on the Market Observation Post System in accordance with the regulation by competent authority. (II) The company has adopted the system of spokesperson and appointed 1 spokesperson and 1 acting spokesperson at serve of shareholders. |
No significant differences. |
|
| VIII. Does the company has other methods to facilitate a better understanding of important information regarding company governance practices (including but not limited to the rights of employees, employee welfare, investors relations, suppliers relations, rights of related parties, continuing education or training of directors and supervisors, implementation of risk management policy and risk measures, implementation of client policy, purchasing of liability insurance for directors and supervisors, etc.)? |
✓ | (I) Rights of employees: the policy of company’s welfare is revealed in the employees handbook in accordance with the law, in which employees‘ rights, obligation, and benefits are specified for the protection of their rights and interests. (II) Employee wellness: makes contributions to social insurance under the regulation by the local authority for the protection of employees’ welfare, and by organizing dinner party and recreations, to provide employees activities that relaxing body and mind. (III) Investors relations, suppliers’ relations and the rights of stakeholders: keeps the channel to communicate with investors, suppliers, and stakeholders open, and protects their legitimate |
No significant differences. |
42
| Item of Assessment | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| rights and interests. (IV) Suppliers relations：the company has always maintained a good relationship with suppliers. (V) Rights of stakeholders: stakeholders may communicate and make suggestions to the company for the protection of their legitimate rights and interests. (VI) Continuing Education/Training of Directors and Supervisors: all the directors of the company have participated in training programs regarding company governance, whereas program concerning supervisors has not yet provided. (VII) Implementation of Policy for Risk Management and the Risk Measures: the company has established and exercised the system for internal control and the managing guidelines under the law, for mitigating and preventing any possible risks. (VIII) Implementation of the clients’ policy: the designated department is responsible of the channel for clients’ inquiry and appeal. (IX) Purchase of liability insurance for directors and supervisors: the company will inquire the appropriate insurer to take out liability insurancefordirectors. |
||||
| IX. The improvement status for the result of Corporate Governance Evaluation announced |
43
| Item of Assessment | Item of Assessment | Operation | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|
|---|---|---|---|---|---|---|---|
| Yes | No | Remarks | |||||
| by Taiwan Stock Exchange, and the priority items for strengthening and its measures for items not yet improved. (Information is not needed for companies not listed for review) (I) The Company has made improvements according to the 5th Coporate Governance Review 2018 results as listed below: Items Index for Assessment Improvement 1 Did the Company upload content or explanation of relevant information of the Annual General Meeting onto the TPEx-designated information reporting website? The content materials to be uploaded are the voting results of the shareholders’ consent, opposition and waiver of each motion. The Company has on the day of the 2018 Annual General Meeting, uploaded the results of the shareholders’ consent, opposition and waiver of each motion. 2 Does the Company’s Annual Report disclose the execution situation of the resolution items of the Annual General Meeting from the previous year? The Company has already disclosed the execution situation of the resolution items of the Annual General Meeting from the previous year. 3 Does the Company’s website disclose the Company’s profile to include the Company’s history, products or services provided, organizational structure and management team? The Company has already disclosed the information relating to this evaluation index on the Company’s website. 4 Did the company attend or voluntarily hold investor conferences two times lastyear? The Company has already attended or voluntarily held investor conferences two times lastyear. (II) The Company proposed priority items for strenghthening and its measures for items that have not yet been improved, according to the 5th Coporate Governance Review 2018 results as listed below: Items Index for Assessment Measures for Improving 1 Does the Company have more than one-third of the directors (including at least one independent director) and at least one supervisor attending the Annual General Meeting and disclosed the attendance list in the meetingminutes? The Company will invite more than one-third of the directors to attend the Annual General Meeting for the year 2019. 2 Does the Company disclose the resolution results of major motions by the Audit Committee and the Company’s handlingof the The Company has disclosed the resolution results of major motions by the Audit Committee and the Company’s handlingof the |
|||||||
| Items | Index for Assessment | Measures for Improving | |||||
| 1 | Does the Company have more than one-third of the directors (including at least one independent director) and at least one supervisor attending the Annual General Meeting and disclosed the attendance list in the meetingminutes? |
The Company will invite more than one-third of the directors to attend the Annual General Meeting for the year 2019. |
|||||
| 2 | Does the Company disclose the resolution results of major motions by the Audit Committee and the Company’s handlingof the |
The Company has disclosed the resolution results of major motions by the Audit Committee and the Company’s handlingof the |
44
| Item of Assessment | Item of Assessment | Operation | Operation | Operation | Operation | Differences with the Guideline for the Listed Company Governance, and the reasons for it |
Differences with the Guideline for the Listed Company Governance, and the reasons for it |
|
|---|---|---|---|---|---|---|---|---|
| Yes | No | Remarks | ||||||
| Committee’s opinion, in its Annual Reportingoodfaith? |
Committee’s opinion, in its Annual Reportingoodfaith. |
|||||||
| 3 | Did the company disclose the shareholders meeting handbook and supplemental meeting materials on the designated Internet information reporting website 30 days prior to the day of the Annual General Meeting? |
The Company intends to disclose the shareholders meeting handbook and supplemental meeting materials on the designated Internet information reporting website 30 days prior to the day of the Annual General Meeting. |
45
Note 1: Assessment of appropriateness and independence of CPA
| Item of Assessment | Yes | No | Note |
|---|---|---|---|
| 1. Not the employee of the company or its affiliates. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 2. Not the company’s or its affiliate’s directors and supervisors. The same does not apply, however, in the case where the person is an independent director of the company or its parent company, or of any subsidiaries holding direct or indirect voting rights with over 50% of the company’s shares. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 3. Not a natural-person shareholder holds shares together with his or her spouse, minor children or holds shares under others name in an aggregate amount of more than 1% of issued shares of the company or ranks among top 10 in shareholdings. |
V | Reviews of the two CPAs have shown no such condition. |
|
| 4. Shall not be a spouse or relative within second- degree nor direct blood relative within third- degree of any of the persons mentioned in the preceding three categories. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 5. Not a director, supervisor, or employee of the corporate shareholder directly holds an aggregate amount of more than 5% of the company’s issued shares, or the corporate shareholder ranks among top 5 in shareholding. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 6. Not a director, supervisor, manager, or shareholder holding 5% or above shares, of a specified company that has a financial or business relationship with the company. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 7. Is not related to any director as a spouse or a relative of second degree or closer. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 8. Not been a person of any conditions defined by the provision of Article 30 of the Company Act. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| 9. Not been a government agency, a juridical person or their authorized representatives as defined by the provision of Article 27 of the CompanyAct. |
V | Reviews of the 2 CPAs have shown no such condition. |
46
| 10. Cannot serve as the director, manager, or position that will have a significant influence on auditing cases. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
|---|---|---|---|
| 11. Shall not serve in managerial position involves policymaking. |
V | Reviews of the 2 CPAs have shown no such condition. |
|
| ◆The reviews have shown that none of above items of independence assessment is applies to the appointed CPAs, who have satisfied the statutory requirement for independence, and assures the reliability of the finance report they provide. |
Assessing Sector: Financial Department Date of assessment: March 19[th] , 2019
47
-
(IV) If the company has established the Remuneration Committee, it shall disclose information regarding composition, responsibility and operation of the committee
-
Organization of the Remuneration Committee
-
The resolution of the company on May 13[th] , 2014 had approved to establish the Remuneration Committee that comprises all the members of independent directors.
| Title (Note 1) |
Requirement Name |
Whether or not possesses 5 or more years of working experiences and the following professional qualifications |
Whether or not possesses 5 or more years of working experiences and the following professional qualifications |
Whether or not possesses 5 or more years of working experiences and the following professional qualifications |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Meet the conditions for independency (Note 2) |
Number of other listed companies the person is concurrently serving as a member of the remuneration committee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At least lecturers of public or private colleges and universities, and specialized in business, law, finance, accounting or from departments of related subjects as demanded by the company’s business |
Professional or technical personnel such as judge, prosecutor, lawyer, accountant, or other types of professions that require national examination and certification and needed by the company. |
With working experiences in the field of business, law, finance, accounting or that is required by the company’s business |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | ||||
| Independent director |
Ming-Fu Wang |
| | | | | | | | | | 0 | ||
| Independent director |
Tie-In Jin | | | | | | | | | | | 0 | ||
| Independent director |
Yi-Min Shun | | | | | | | | | | 0 |
-
Note 1: please fill in the ID field as director, independent director, or other.
-
Note 2: each member who fulfills the following criteria 2 years before being elected or during the terms of office, please tick on the matched code numbers as listed below” ”.
-
(1) Shall not be an employee of the company or any of its affiliates.
-
(2) Not a director and supervisor of the company or affiliates. Not applicable, however, in the case where the person is an independent director of the company, its parent company, or any subsidiaries elected in accordance with the “Securities and Exchanges Act” or with the laws of the countries of its parent company, or subsidiary.
-
(3) Shall not be a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or by the person under other names, in a total amounting to 1% or more of the total number of issued shares of the company, or ranking as the top ten shareholders.
-
(4) Not of the spouse, relative within 2nd degree of kinship, or lineal relative within 3rd-degree kinship of the person stated in the preceding 3 paragraphs.
-
(5) Shall not be a director, supervisor, or employee of a corporate shareholder that have direct ownership of more than 5% or more of the total number of issued shares of the company or ranks in the top 5 shareholding.
-
(6) Shall not be a director, supervisor, manager, or shareholder holding 5% or more shares, of a specified company or institution that has financial or business relationship with the company.
-
(7) Not the owner, partner, director, supervisor, managers or the spouse of any sole proprietor business, partnership, company or institution that has provided the company and its affiliates with business, legal, financial, accounting services or consulting.
-
(8) No occurance of any of the conditions listed in Article 30 of the Company Act.
2. Responsibility of the Remuneration Committee
The Remuneration Committee shall exercise the due care of a good administrator to perform the following duties faithfully, and provide recommendations to the board of directors for discussion:
48
-
(1) Formulate and regularly review the directors and managerial officers’ performance appraisal and the policy, system, standard, and structure of payment of compensation.
-
(2) Evaluate regularly and determine the compensation for directors and managerial officers. The convener convenes the Remuneration Committee meetings for at least twice each year and may call for the meeting at any time when necessary.
-
Operation of the Remunerations Committee
-
(1) The Remuneration Committee consists of 3 members.
-
(2) Termof the member in this term: from June 22[nd] , 2017, to June 21[st] , 2020, upon the issuing date of the 2018 Annual Report, the Remuneration
Committee had convened 5 meetings; the qualification of the member and attendance is as
followed:
| wed: | |||||
|---|---|---|---|---|---|
| Position | Name | Frequency of actual attendance |
Frequency of proxy attendance |
Rate of actual attendance (%) |
Note |
| Convener | Ming-Fu Wang |
4 | 0 | 100 | |
| Committee member |
Tie-In Jin | 4 | 0 | 100 | |
| Committee member |
Yi-Min Shun |
4 | 0 | 100 | |
| Others: I. If the recommendation of the Remuneration Committee is not adopted or amended by the Board of Directors, the date, term, agenda content, resolutions of the board meeting and the company’s handling of the committee’s recommendation shall be stated (if the payment of compensation approved by the Board of Directors is better than that recommended by the committee, then the differences and reason shall be determined): no such circumstance. II. If any member of the remuneration committee expressed objections or reservations for the resolutions of the meeting, the date, term, agenda content of the meeting, and opinions of all the members of the committee and handling of those opinions shall be specified: no such condition. |
49
(V) Practices of Social Responsibility
| Item of Assessment | Operation | Operation | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| I. Implementation of the corporate governance （I） Has the companyestablished the policy or system for social responsibility, and evaluates the outcome of implementation ? （II） Does the company regularly hold the education or training programs concerning corporate responsibility? （III）Does the company have a dedicated (or ad-hoc) CSR unit, with authorization of the Board of Directors to the senior management that reports to directly to the board? |
✓ ✓ ✓ |
(I) The company has adopted the Code of Ethics and Business Conduct, although has not yet established CSR or the system for practices, but has still engaged from time to time in social contributions, social services, consumer rights, safety and hygiene, and other activities concerning corporate responsibility. (II) The company intermittently announces and advocates corporate responsibility, convene employees to participate in charitable activities involves infant- asylum, breast examination, support programs of the Maria Social Welfare Foundation, and will host corporate responsibility training programs regularly in the future, for the propagation and implementation of social responsibility. (III) The company has not yet established any dedicated (or ad-hoc) CSR unit but is actively engaging in CSR activities. |
No significant differences. No significant differences. No significant differences. |
50
| Item of Assessment | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
||
|---|---|---|---|---|
| Yes | No | Remarks | ||
| （IV） Does the company have a reasonable policy for payment of compensation, which integrates employees’ performance appraisal and the CSR policy, and set clear and effective system for incentives and discipline? |
✓ |
(IV) The company has formulated the rewarding procedure and disciplinary measures, which is specified within the employee handbook. |
No significant differences. |
|
| II. Development in environmental sustainability （I） Is the companydedicated to enhancing effective use of different resources, and utilize recycled materials that have a low impact on environmental loads? （II） Has the company established an appropriate system for environmental management comply with the characteristics of the industry? （III）Is the company aware of the effect of climate change to the operating activities, and has prepared Greenhouse Gases Inventory, and developed its strategy for energy saving and reduction of greenhouse gases? |
✓ ✓ ✓ |
(I) The company is continuously enhancing effective use of different resources, by digitizing forms and documents, recycling, and reusing carton and printer paper, to reduce the environmental loads. (II) The company produces products under the procedure which attaches importance to enhancing energy saving and carbon reduction issues, and equipped with dust collector, the company considers environmental protection as part of its mission and dedicated to reducing environmental pollution and effects of global warming. (III) For supporting the green value and environmental protection, the exterior walls of the company’s headquarter building in Taiwan are installed with LED lights, as the action and contribution for the love of the earth. |
No significant differences. No significant differences. No significant differences. |
51
| Item of Assessment | Operation | Operation | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| III. Maintain Social Welfare （I） Has the company set related policies and procedures for management in accordance with relevant laws and International Bill of human rights? （II） Has the company established and appropriately managed the procedures for employee appeal? （III）Does the company provide employees with a safe and healthy working environment, and implement education or training programs to employees on a regular basis? |
✓ ✓ ✓ |
(I) The company complies with the Labor Laws and Regulations to formulate charters and managerial system and disclose materials through the public channel to facilitate understanding by employees and to protect their legitimate rights and interests, the company have respect for internationally recognized principles for basic labor rights, is against any circumstance that would jeopardize basic rights of labors. (II) The employees of the company may complain or give opinions any time through meetings, emails, or letters; the company always keeps the communication channel open. (III) The company is particularly concerned of keeping a safe working environment for employees, aside from arranging employees to take health examination, the company also delivers safety and health education/training, advocacy and drills programs, to ensure safety and healthiness of employees. |
No significant differences. No significant differences. No significant differences. |
52
| Item of Assessment | Operation | Operation | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| （IV） Has the company established a system to maintain effective communication with employees, and notify employees by a reasonable method about any changes in operation that might cause a significant effect on him or her? （V） Has the company established effective career empowerment programs for employees? （VI） Has the company set the policies for protecting consumers’ rights and interests and appeal procedures with regards to the processes of R & D, purchasing, production, operation, and service? （VII） Does the company abide by related regulation and international principles to promote and label the product and service? （VIII） Does the company evaluate the suppliers on their previous record of social and environmental effect, before having a commercial relationship with them? |
✓ ✓ ✓ ✓ ✓ |
(IV) The company’s subsidiaries in Taiwan make the announcement and posts the Labor-Management Meeting once every 3 months on the Business Process Management (BPM) system, whereas subsidiaries in the Chinese mainland, the company’s policies, and operation are announced and advocated through the official document or the BPM system. (V) The company is periodically delivering career empowerment programs to employees for the training of first-line managers and middle management. (VI) The product liability of the company complies with requirement of regulations, consumersmay voice complaints or status of products through customer support hotline. (VII) Labeling of all the company’s products comply with local law and are dealing with according to international standards. (VIII) The company will carry out the suppliers' assessment, which will take the implementation of environmental protection into consideration, and dedicates to |
No significant differences. No significant differences. No significant differences. No significant differences. No significant differences. |
53
| Item of Assessment | Operation | Operation | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| （IX） Has the company’s contract with suppliers consist of the policy to deal with the supplier that failed to respond to its social responsibility and the provision that enable the company to terminate a contract immediately if the supplier has caused significant impact on environment and society? |
✓ |
enhance corporate responsibility with suppliers. (IX) The personnel of the company avoid having a business transaction with suppliers involved violation of the CSR policy, once the counterpart is found engaged in unethical conduct will lead to immediate termination of business dealing, and being blacklisted by the company to cease further interaction . |
No significant differences. |
|
| IV. Enhancing information disclosure (I) Has the company disclosed relevant and reliable information of CSR on its website and the Mops? |
✓ |
(I) The company has disclosed information of CSR in the Annual Report abiding by the regulation. |
If circumstances require, the company will consider preparing a CSR report again. |
|
| V. If the company has formulated its own corporate social responsibility principles in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please state the differences between the established principles and its operation: no significant differences apply. |
||||
| VI. Other significant information that facilitates understanding of practices of corporate responsibility: (I) Holds from time to time the charitable donation events, support underprivileged children, help people with speech-language and hearing disabilities, engaged actively in social welfare events. (II) Held the ”Delivering warmth into the neighborhood at end of the year” program: 1. Carries forward the value of “take and give to society,” concern for socially vulnerable groups, based on the idea of “benefits the neighborhood, and care for the society” to make a contribution to the community by funding. 2. According to the walkthrough survey, we have discovered that although the society is well-equipped with the social welfare system, many families of socially vulnerable are excluded from the economics support under theprovisions of the system,but these |
54
| Item of Assessment | Operation | Operation | Operation | Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasonsfor it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| usually are families most badly in need of help. 3. Purchased PX Mart gift vouchers of small-denomination and giving out from the Office ofthe ChiefofVillage before the end ofthe year. |
||||
| VII. Other information regarding the ”Corporate Responsibility Report” of the company that is verified bythe certifyingbody: not applicable. |
(VI) Practicesof the Code for Ethical Management and its implementation
| Item of Assessment | Operation | Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it |
||
|---|---|---|---|---|
| Yes | No | Remarks | ||
| I. Formulate the Policy for Ethical Management (I) Has the company disclosed the policy for ethical management, its implementation, and the Board of Directors and Top executives’ commitment to engage in delivering the management policy, in forms of Charters and published documents? (II) Does the Company establish proposals for the prevention of unethical behavior, and clearly state the procedures, behavior guideline, discipline and grievance system for the violations, and implement them? (III) Does the Company take preventive measures against business activities with higher risks of unethical behavior as listed in Article 7,Section 2 of |
✓ ✓ ✓ |
(I) The company has formulated “Code of Ethics” and “Principles for Ethical Management,” the company upholds the corporate culture of ethics and business conduct. (II) The Company has established “Procedures for Ethical Management and Guidelines for Conduct” to comply with. (III) The Company has established “Procedures for Ethical Management and Guidelines for Conduct,” and strictly forbids bribingor illegalpolitical |
No significant differences . No significant differences. No significant differences. |
55
| Item of Assessment | Operation | Operation | Operation | Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies” or other business scope? |
donations and so on unethical behavior. If such conduct is found, it should be handled in accordance with relavant regulations. |
|||
| II. Realizing and implementing ethical management. （I） Does the Company evaluate records of ethical conducts of the party, and include terms and conditions regarding ethical conducts in the agreement with the party? （II） Does the Company set-up a full-time or part-time unit for promoting corporate ethical management under the board of directors, and regularly report to the board of directors on the implementation situation? （III）Does the Company establish conflict of interest preventive policy, provide appropriate channels for making statements, realize and implement it? （IV） Does the Company implement ethical management and has already established an effective |
✓ ✓ ✓ ✓ |
(I) The Company’s personnels avoid business transactions with suppliers, customers, or other counterparties in commercial interactions that is involved in unethical conducts. Transactions with the party will cease immediately upon discovery of such conduct, and will be blacklisted to reject any interactions. (II) The Company Group’s office of general manager and finance section belongs to the same unit that carries out related work and monitors the execution, and compliance to related laws and regulations, and reports regularly to the board of directors. (III) The Company’s “Procedures for Ethical Management and Guidelines for Conduct” provide a complete guideline for the employees. (IV) The Company has set-up an accounting system for the accounting personnels to comply with. In addition, the |
No significant differences. No significant differences. No significant differences. No majordifferenc es。 |
56
| Item of Assessment | Operation | Operation | Operation | Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| accounting system, internal control system, and carry out regular audit by internal auditing unit, or has commissioned certified public accountant to conduct the audit? （V） Does the Company regularly hold internal and external educational trainings on ethical management? |
✓ |
audit unit carries out auditing work based on the audit plan, and reports regularly to the audit committee and board of directors on the audit situation. (V) The Company promotes ethical management procedures at various meetings irregularly. In the future, shall conduct ethical management educational trainings on a regular basis when the need arise. |
In the future, shall conduct ethical management educational trainings on a regular basis when the need arise. |
|
| III. Operations situation of the Company’s system for filing complaints. （I） Does the Company establish systems for filing complaints and rewards, and build up convenient channels for filing complaints and assign dedicated personnel appropriate to handle the respondent? （II） Does the Company set up standard procedures for investigation of processing complaints and related confidential system? |
✓ ✓ |
(I) The Company provides proper channels for filing complaints and the informant identity and complaint contents are kept confidential. If any conduct is found to be in violation of any provisions of laws or Codes of Ethical Conduct, a complaint should be submitted to the appropriate person. (II) The Company’s dedicated personnel will first find out more about the complaint case, and feedback report to the supervisor of the dedicated unit to evaluate on the matter. All of the processes will be kept strictly |
No significant differences. No significant differences. |
57
| Item of Assessment | Operation | Operation | Operation | Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it |
|---|---|---|---|---|
| Yes | No | Remarks | ||
| （III）Does the Company have measures to protect informant from improper treatment due to filinga complaint? |
✓ | confidential. For complaint cases that involve regular staffs, the matter should be reported to the department supervisor. For matters involving directors or top management, it should be reported to the independent directors. (III) All of the processes are kept strictly confidential to protect the informant. |
No significant differences. |
|
| IV. Enhancing information disclosure (I) Does the Company discloses the content of its “Procedures for Ethical Management” and results on its website and the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange? |
✓ |
(I) The Company has a website, and depending on the need will establish a dedicated section in the future to disclose related information of ethical management. |
No significant differences. |
|
| V. Based on “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” the Company has established its own “Procedures for Ethical Management.” Please justify the differences betweenthe two: Nomajordifferences. |
||||
| VI. Other important information that will aid the understanding of the Company’s ethical management operations situation: As of the review and revision of its “Procedures for Ethical Management” and so on situations. The Company has all along upheld and promoted its ethical management principles for all business exchanges with the suppliers,and strengthened educatingits employees. |
(VII) The Company should disclose search method for its corporate governance procedures and related chapters: The Company has established “Corporate Governance Best Practice Principles,” “Rules of Procedure for Shareholders Meetings,” “Rules of Procedure for Board of Directors Meetings,” “Rules for Election of Directors," and internal control and audit systems, in accordance with the
58
“Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” the spirit of corporate governance operations and related rules for its execution. Shall strengthen information transparency and board functions and so on measures through the revision of related management procedures, to promote corporate governance operations. For related chapters, please refer to the corporate governance section of the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange (http：//mops.twse.com.tw/)
(VIII) Other important information that will aid in the increase understanding of corporate governance operations situation, shall be disclosed together: None.
59
-
(IX) Execution situation of internal control system:
-
Statement of internal control：
JOURDENESS GROUP LIMITED Internal Control System
Date: March 19[th] , 2019
The Company’s internal control system for the year 2018 is based on the results of selfassessment, statement provided below:
-
I. The Company knowingly establishes, implements, and maintains internal control systems under the responsibility of the Company’s board of directors and managers. The Company has established such a system. The purpose is for the effects and efficiency (including profits, performance and information security assurance, and so on) of operations, to report the acheivements of the goals of its reliability, timeliness, transparency and meeting related regulations, and in compliance with related provisions of laws, providing reasonable assurance.
-
II. Internal control system has its intrinsic limitations, regardless of its perfect design, an effective internal control system can only provide reasonable assurance to the acheivement of three of the aforementioned items; Also, the effectiveness of internal control system may change according to the changes in the environment and situations. The Company has a mechanism for self-monitoring for the internal control system. The Company will take actions for corrections upon identifying any faults.
-
III. The Company establishes rules for the judgement criteria for the effectiveness of the internal control system based on the “Regulations Governing Establishment of Internal Control Systems by Public Companies,” to make judgements on whether the design and execution of the internal control system is effective. The judgement criteria adopted for the internal control system for the aforementioned Regulations, divides the system into five group elements: 1. Control the environment, 2. Risks assessment, 3. Control the activities, 4. Information and communications, and 5. Monitor activities. Each group element includes several criteria. Please refer to the rules of the Regulation for the aforementioned criteria.
-
IV. The Company has adopted the judgement criteria of the aforementioned internal control system to assess the effectiveness of the design and execution of the internal control system.
-
V. Based on the aforementioned assessment results, the Company thinks that the internal control system (includes monitoring and management of subsidiaries) of the Company as of December 31[st] , 2018, including understanding the effects and effectiveness of the target achievements for operations and reporting is considered reliable, timely, transparent, and meets related regulations requirements. The compliance of provisions of related laws for the design and execution of internal control system is considered effective. It can be reasonably assured of the acheivements of the aforementioned goals.
-
VI. To meet the requirements of Article 4 of the “Taiwan Stock Exchange Corporation Rules for Regulating Primary Listed Foreign Issuers,” in accordance with Article 28 of the aforementioned Regulation, the Company has commissioned a certified public accountant to review the opening period and external financial report of the reliability and information security guarantee (preventing assets from being acquired, used, or disposed of without authorization) of the internal control system. As mentioned in the
60
preceding item, the design and execution is considered to be effective, and does not impact information security guarantee leading to major faults of assets from being acquired, used, or disposed of without authorization.
-
VII. This Statement will become major content of the Company’s annual report and released statements, and will be disclosed to the public. Should there be any falsification or hideous intention and so on illegal conduct of the above-mentioned disclosure, shall bear legal liability relating to Article 20, 32, 171, 174, and so on, of the Securities and Exchange Act.
-
VIII. This statement has been approved by the board of directors on March 29[th] , 2019, attended by 9 directors with 0 objection. The board agrees unanimously to the contents of the statement, hereby declares.
JOURDENESS GROUP LIMITED
Chairman: Signature General Manager: Signature
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-
(X) For the recent year and until the date of publication of the annual report regarding the punishment of internal staffs according to the law, the punishment, main faults and improvement situations by the Company towards staffs who violated the rules of the internal control system: None.
-
(XI) For the recent year and until the date of publication of the annual report, major decisions by the shareholders’ meeting and board of directors.
-
Shareholders’ important decision and execution situation:
| Date | Meeting | Important decisions |
Execution situation |
|---|---|---|---|
| 2019.06.2 5 |
General Meeting |
Recognition of the annual financial statement for fiscal year 2017. |
Passed the resolution for recognition, and the execution was completed according to the shareholders’ meetingresolution. |
| Recognition of the appropriation of earnings for fiscal year 2017. |
The resolution was passed, and the chairperson was authorized to set the record date for ex- dividend and related matters. Later on, the record date for ex-dividend was set at July 25th, 2018, and the record date for distributing cash dividend atAugust16th2018. |
||
| Resolution forthe amendment of the “Articles of Incorporation of the Company.” |
The proposal was approved as proposed after voting, and the execution was completed according to the shareholders’ meeting resolution. |
2. Important decisions by the board of directors.
| Date | Meeting | Important decisions |
|---|---|---|
| 2019.01.22 | The third term 6th meeting |
1. Approvedthecase for the Company’s subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. to purchase real property from related party. The transaction amount for this case is RMB 16,000,000. 2. Passed the amendment to the management of top executives’ performance evaluation case. |
62
| Date | Meeting | Important decisions |
|---|---|---|
| 2018.03.29 | The third term 7th meeting |
1. Approved the business report and consolidated financial statement for the fiscal year 2017. 2. Approved the employees and directors remuneration distribution plan for the fiscal year 2017. 3. Approved the release of statement for internal control system for the fiscal year 2017. 4. Approved the appropriation of earnings for fiscal year 2017. 5. Cancellation of issued new restricted employee shares. 6. Reporting on the preliminary assessment result and the time schedule for the Company’s introduction of the International Financial Reporting Standard (IFRS) Number 16 on “Rent” (IFRS 16). 7. Approved subsidiary Bio-Jourdeness International Group Co., Ltd.’s capital expenditure for building factory in Chiayi Dapumei Machinery Park. 8. Approved subsidiary Bio-Jourdeness International Group Co., Ltd.’s application for credit line for financing building from the Land Bank of Taiwan. 9. Approved joint application with subsidiary Bio-Jourdeness International Group Co., Ltd. from Taishin International Bank for application of joint credit line. 10. Approved the amendments to the Company’s “Articles of incorporation.” 11. Approved the amendments to the directors and top management’s salary management plan. 12. Approved amendments to top management performance evaluation management plan. 13. Approved shareholders meeting agenda for the fiscal year 2018. |
| 2018.05.09 | The third term 8th meeting |
1. Approved the case for the evaluation of the independence of the independent auditor. 2. Approved the compensation for the commissioned independent auditor for the fiscal year 2018. 3. Approved the opening of foreign currency account with Taishin Bank. 4. Approved the amendments of the transaction procedures for the group, specific companies of the corporation and relavant party. 5. Approved amendments to the management procedures for the preparation of financial statement. |
63
| Date | Meeting | Important decisions |
|---|---|---|
| 2018.08.06 | The third term 9th meeting |
1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 2. Approved the Quarter two’s time schedule for the Company’s introduction of the International Financial Reporting Standard (IFRS) Number 16 on “Rent” (IFRS 16). 3. Approved using cash capital to issue new stocks for the fiscal year 2018. 4. Approved the proposal for the first time issuance of unsecured convertible bond within the Republic of China. 5. Approved the proposal for ratification of the subsidiary Bio-Jourdeness International Group Co., Ltd. as the company’s guarantor for bank loan amount 6. Approved the proposal for capital increase through the issuance of new shares in theyear 2018,and distributionplan of employee stock option. |
| 2018.11.11 | The third term 10th meeting |
1. Approved the proposal for RMB 10,000,000 of fund lending between the company and its subsidiary. 2. Approved the cancellation of issued new restricted employee shares. 3. Approved the case for organization structure adjustment. 4. Approved the appointment of medical chief for medical beauty new business. 5. Approved the proposal of financial product investment by the subsidiary in Chinese maninland, Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
| 2018.12.23 | The third term 11th meeting |
1. Approved the audit plan proposal for fiscal year 2019. 2. Approved the operations and budget plan of the Group’s subsidiary for the fiscal year 2019. 3. Approved the amendments to certain articles in the Company’s “Procedures for Acquisition or Disposal of Assets.” 4. Approved the Company’s proposal to purchase the “Directors and Officers Liability Insurance.” 5. Approved the amendments to the Company’s “Accounting System.” 6. Approved the proposal of financial product investment by the subsidiary in Chinese maninland,Jourdeness(Guangzhou)Cosmetics Co.,Ltd. |
| 2019.01.22 | The third term 12th meeting |
1. Approved the proposal of offering NT$ 750 million of capital increased by cash to subsidiary Joudeness Co. Ltd. |
64
| Date | Meeting | Important decisions |
|---|---|---|
| 2019.01.23 | The third term 1th meeting |
1. Approved the cancellation of cash capital increase resolved by the board of directors in the 9th meeting of term 3 on August 6th, 2018. |
| 2019.03.19 | The third term 13th meeting |
1. Approved the business report and consolidated financial statement for the fiscal year 2018. 2. Approved the employees and directors remuneration distribution plan for the fiscal year 2018. 3. Approved the statement for internal control system in the fiscal year 2018. 4. Approved the appropriation of earnings for fiscal year 2018. 5. Approved the case for the evaluation of the independence of the independent auditor. 6. Approved the amendments to the Company’s “Corporate Governance Best Practice Principles.” 7. Approved the formulation of the “Standard Operational Protocol for Responding to Requests from Directors”. 8. Approved the amendments to the Company’s “Procedures for Lending Funds to Other Parties.” 9. Approved the amendments to the Company’s “Procedures for Making of Endorsements/Guarantees.” 10. Approved the amendments of the Company’s “Articles of Incorporation.” 11. Approved the shareholders meetingagenda for the fiscalyear 2019. |
| 2019.05.09 | The third term 14th meeting |
(I) Payment of compensation for appointed CPA for the year 2018。 (II) Subsidiary Bio-Jourdeness International Group Co., Ltd. (hereinafter, referred to as “Jourdeness International”) factory building project in Chiayi Dapumei Machinery Park – exterior materials (include copper tiles) and landscape architecture project construction contract signing. (III) Subsidiary Bio-Jourdeness International Group Co., Ltd. Ltd. (hereinafter, referred to as “Jourdeness International”) factory building project in Chiayi Dapumei Machinery Park – Primary construction contract agreement and other contract project management labor contract. |
(XII) For the recent year and until the date of publication of the annual report, important decisions approved by board of directors with different opinions that are recorded or with written statements raised by directors or supervisors, and its main contents: None.
65
- (XIII) For the recent year and until the date of publication of the annual report, compiled information on the resignation or dismissal situations for the Company’s chairperson, general manager, accounting supervisor, finance supervisor, internal audit supervisor, and R&D supervisor, and so on: None of such situations.
66
V. Professional fees of the certified public accountant
- (I) Table of range for professional fees of the certified public accountant
| Name of the accounting firm |
Name of the certified public accountant |
Name of the certified public accountant |
Audit period | Note |
|---|---|---|---|---|
| Deloitte Taiwan Firm |
Cheng-Chun Chiu |
Tzu-Jung Kuo |
2018.01.01- 2018.12.31 |
Unit for amount: NT$ in thousands
| Items for professional fees Amount range |
Items for professional fees Amount range |
Audit fee | Non-audit fee | Total |
|---|---|---|---|---|
| 1 | Less thanNT$2,000,000 | V | ||
| 2 | NT$ 2,000,000 (included)~ NT$4,000,000 |
|||
| 3 | NT$ 4,000,000 (included)~ NT$ 6,000,000 |
V | ||
| 4 | NT$6,000,000 (included)~ NT$ 8,000,000 |
V | ||
| 5 | NT$8,000,000 (included)~ NT$10,000,000 |
|||
| 6 | NT$10,000,000 and above |
- For non-audit related fees to be paid to the CPA, the CPA firm, and its related companies, it the fee is more than 40% of the audit-related fees, shall disclose
information relating to the audit and non-audit fees amount and the non-audit service.
==> picture [442 x 246] intentionally omitted <==
----- Start of picture text -----
Name of the
Name of the Non-audit fee
certified Audit period
accounting Audit fee Note
firm public Design for Business Human Others by CPA
accountant the system registration resource (Note 2) [Sub-total ]
1. Project Audits
of Internal
Cheng-Chun Control
Chiu Systems,
NT$1,200,000
.
2. Printing of
Deloitte 2018.01.01- financial
Taiwan 5,220 0 0 0 1,636 1,636 2018.12.31 report and
auditors’
travel
Tzu-Jung Kuo
expenses,
NT$186,000.
3. Professional
fees for SOP,
NT$250,000.
----- End of picture text -----
-
For changing CPA firm, if the auditing fee for the year of change is lesser than the previous year, shall disclose the auditing fees prior to and after the change, and the reasons for them: None.
-
If the auditing fees are lesser than the previous one year by 50% and more, shall disclose the reduced audit fee amount, proportion and reason: None.
67
VI. Changing CPA’s information: None.
VII. Directors, General Manager, managers responsible for finance or accounting matters, if they have worked at a CPA firm or related companies in the recent one year:
None.
VIII. In recent year and until the date of publication, directors, supervisors, managers, and shareholders with more than 10% share equity transferred and changes in pledge of stock rights:
(I) Changes in stockholders’ equity for directors, supervisors, managers, and major shareholders
| shareholders | |||||
|---|---|---|---|---|---|
| Position | Name | 2018 | As of May31st,2019 | ||
| Increasing (decreasing) number of shares held |
Increasing (decreasing) number of pledged shares held |
Increasing (decreasing) number of shares held |
Increasing (decreasing) number of pledged shares held |
||
| Chairperson, Strategic Director, and major shareholder (Note 1) |
Cheng- Hsiung Chen |
1,051,000 | － | 96,000 | － |
| The Board (Note 1) |
Cheng- Tzu Chen |
(124,000) | － | (283,000) | － |
| Chairperson-cum- general Manager |
Chia-Chi Chen |
－ |
－ | (20,000) | － |
| Director | I-Min Chen |
－ | － | － | － |
| Director | Yu- Cheng Shen |
－ | － | － | － |
| Director | Wei-Kuo Chen |
(82,000) |
－ | (12,000) | － |
| Independent Director |
Tie-In Jin | － |
－ | － | － |
| Independent Director |
Yi-Min Shun |
－ | － | － | － |
| Independent Director |
Ming-Fu Wang |
－ | － | － | － |
| Chief financial officer of the Group |
Hsiao- Hui Cheng |
－ | － | － | － |
| Audit manager of the Group |
Yu-Ping Liao |
－ | － | － | － |
| Group’s chief operating officer (Note 1) |
Hsiao- Hui Cheng |
(277,000) | － | (191,000) | － |
68
| Jourdeness International Director |
Ching- Yuan Chang |
－ | － | － | － |
|---|---|---|---|---|---|
| R&D Center Director |
Yi-Fen Ou |
－ | － | － | － |
| Vice President of Bio-Jourdeness Cosmetic (Guangzhou) |
Ya-Yun Cheng |
－ | － | － | － |
Note 1: Includes changes in number of shares held by using others’ names
- (II) Information of relative parties of respondents for the transfer of equity share or pledge of stock rights: None
(III) Information for pledge of stock rights: None
69
IX. Shareholders in the top ten shareholding ratio, relationship information for those who are related to each other or are spouses, or relative within 2nd degree of kinship.
| of kinship. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| April 27th, 2019 Unit: Shares in thousands;% | |||||||||
| Name | Shares owned by the person |
Shares held by spouse, underage dependents |
Shares held in the names of others |
Names or full names and relationships of top ten shareholders who are related or are spouses, or are relatives within 2nd degree of kinship. |
No te |
||||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareh olding ratio |
Numb er of shares |
Shareh olding ratio |
Name (or full name) |
Relat ionsh ip |
||
| Corewin Investments Limited Representative： Cheng-Hsiung Chen |
15,853 | 25.99 | Cheng-Tzu Chen Yu-Chien Chen Li-Yun Huang |
Fathe r and daugh ter Sister -in- law |
No ne |
||||
| Lucky Asia International Ltd. Representative： Cheng-Tzu Chen |
4,487 | 7.36 | Cheng- Hsiung Chen Li-Yun Huang |
Broth er Spous e |
No ne |
||||
| TRIMIX INTERNATIONAL LIMITED Representative：Yu- ChienChen |
3,817 | 6.26 | Cheng- Hsiung Chen |
Fathe r and daugh ter |
No ne |
||||
| Asia Sino Enterprises Co., Ltd. Representative：Li- Yun Huang |
3,332 | 5.46 | Cheng-Tzu Chen |
Spous e |
No ne |
||||
| Alimienwide Int’l Inc. Representative： Cheng-Hsiung Chen |
3,001 | 4.92 | Cheng-Tzu Chen Yu-Chien Chen Li-Yun Huang |
Broth er Fathe r and daugh ter Sister -in- law |
No ne |
||||
| Jourdeness employee Restricted Stock Trust Account the hoster from Bank Sinopac |
2,530 | 4.15 | - | - | No ne |
||||
| Acme Investments Co., Ltd. Representative： Tung-ChouKe |
1,965 | 3.22 | - | - | No ne |
||||
| Charm Ocean International |
1,747 | 2.86 | Cheng- Hsiung |
Broth er |
No ne |
70
| Representative： Cheng-Tzu Chen |
Chen Li-Yun Huang |
Spous e |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Cheng-Hsiung Chen | 1,071 | 1.76 | 17,695 | 29.00 | Cheng-Tzu Chen Yu-Chien Chen Li-Yun Huang |
Broth er Fathe r and daugh ter Sister -in- law |
No ne |
||
| Company investment account the hoster from Bank Sinopac |
903 | 1.48 | - | - | No ne |
71
X. The Company, the Company’s directors, supervisors, managers and businesses in direct or indirect control by the Company, their number of shares of the reinvested businesses, and the consolidated calculation of the comprehensive shareholding ratio.
March 31[st] , 2019 Unit: Shares in thousands: %
| Re-investment | Invested by the Company | Invested by the Company | Investments by directors, supervisors, managers, and businesses with direct or indirect control |
Investments by directors, supervisors, managers, and businesses with direct or indirect control |
Comprehensive investment |
Comprehensive investment |
|---|---|---|---|---|---|---|
| Number of shares |
Shareholding Proportion |
Number of shares | Proportion of shares held |
Number of shares |
Proportion of shares held |
|
| Jourdeness International Group | 13,000 | 100 | － | － | 13,000 | 100 |
| SUCCESS | 6,529 | 100 | － | － | 6,529 | 100 |
| J DEVELOPMENT(HK) | 1,000 | 100 | － | － | 1,000 | 100 |
| MY | 1,101 | 100 | － | － | 1,101 | 100 |
| Jourdeness Cosmetics | － | 100 | － | － | － | 100 |
| Jourdeness Business Management | － | 100 | － | － | － | 100 |
| Changsha Management | － | 100 | － | － | － | 100 |
| Chengdu Management | － | 100 | － | － | － | 100 |
72
IV. CAPITAL OVERVIEW
I. Capital and dividend
-
(I) Source of capital
-
Issued shares
Unit: Shares in thousands: NT$ in thousands
| Month and Year |
Par Value | Authorized capital | Authorized capital | Paid-in capital | Paid-in capital | Note | Note | Note |
|---|---|---|---|---|---|---|---|---|
Shares |
Amount | Shares | Amount | Source of capital |
Written off with property other than cash |
Other |
||
| 2010.06 | US$1 | 30,000 | US$30,000 | 0.001 | US$0.001 | Cash | － | － |
| 2013.05 | US$1 | 30,000 | US$30,000 | 6,529 | US$6,529 | Share conversion |
Share conversio n |
－ |
| 2014.3 | US$4.65 | 30,000 | US$30,000 | 7,600 | US$7,600 | Rights offering |
－ | － |
| 2014.5 | US$1 | 30,000 | US$30,000 | 17,100 | US$17,100 | Capital Surplus and retained earnings transferred to capital |
－ |
－ |
| 2014.5 | － | 100,000 | NT$1,000,000 | 51,591 | NT$515,907 | Conversio n to NT$ share |
－ | － |
| 2015.10 | NT$72 | 100,000 | NT$1,000,000 | 58,470 | NT$584,697 | Rights offering Note1 |
－ | － |
| 2016.10 | － | 100,000 | NT$1,000,000 | 61,115 | NT$611,147 | Issuance of new restricted employee shares |
－ | － |
| 2017.1 | － | 100,000 | NT$1,000,000 | 61,045 | NT$610,447 | Cancellati on of new restricted employee shares |
－ | － |
| 2017.2 | － | 100,000 | NT$1,000,000 | 61,155 | NT$611,547 | Issuance of new restricted employee shares |
－ | － |
| 2018.4 | － | 100,000 | NT$1,000,000 | 61,090 | NT$610,897 | Cancellati on of new restricted employee shares |
－ | － |
73
| 2018.11 | － | 100,000 | NT$1,000,000 | 61,000 | NT$609,997 | Cancellati on of new restricted employee shares |
－ | － | |
|---|---|---|---|---|---|---|---|---|---|
Note 1: Approved in official letter issued by the Taiwan Stock Exchange Corporation (TWSE) (Ref. No. TWSE10417048561) on September 16[th] , 2015.
2. Type of share on May 31[st] , 2019, Unit: Share
| Types of shares |
Authorized capital | Authorized capital | Note | |
|---|---|---|---|---|
| Issued shares | Un-issued shares | Total | ||
| Registere d Common stock |
60,999,700 | 39,000,300 | 100,000,000 | This share belongs to Shares of listed companies |
-
Related information for the shelf registration system: Not applicable.
-
(II) State of shareholders
| State of shareholders | State of shareholders | State of shareholders | State of shareholders | State of shareholders | State of shareholders | State of shareholders |
|---|---|---|---|---|---|---|
| April 27th,2019 | ||||||
| State of shareholders Amount (in number) |
Gover nment agenci es |
Financial institutio ns |
Other juridical person |
Domestic natural persons |
Foreign Institutions and Natural Persons |
Total |
| Numberofpersons | 2 | 9 |
42 | 6,405 | 40 | 6,498 |
| Shareholdings (in thousands) |
501 | 611 |
3,856 | 18,596 | 37,436 | 61,000 |
| Ownership percentage |
0.82 | 1.00 |
6.32 | 30.49 | 61.37 | 100.00 |
| Note: The Company does not have share ownerships from mainland investments. |
- (III) Shareholding Distribution Status：
April 27[th] , 2019 Shareholding Percentage (%) 0.03 11.85 4.00 1.81
| Shareholding Distribution Status： | April 27th,2019 | ||
|---|---|---|---|
| Class of shareholding | Number of Shareholders |
Shareholding (Shares) |
Shareholding Percentage (%) |
| 1to 999 | 1,783 | 15,815 | 0.03 |
| 1,000 to 5,000 | 4,121 | 7,226,423 | 11.85 |
| 5,001to10,000 | 304 | 2,436,500 | 4.00 |
| 10,001 to 15,000 | 85 | 1,106,160 | 1.81 |
| 15,001to20,000 | 66 | 1,229,000 | 2.02 |
| 20,001to 30,000 | 47 | 1,192,000 | 1.95 |
| 30,001to 50,000 | 33 | 1,380,000 | 2.26 |
| 50,001to100,000 | 21 | 1,440,946 | 2.36 |
| 100,001to200,000 | 16 | 2,179,486 | 3.57 |
| 200,001to400,000 | 9 | 2,813,726 | 4.61 |
| 400,001 to 600,000 | 3 | 1,273,000 | 2.09 |
| 600,001to 800,000 | 0 | 0 | 0 |
| 800,001to1,000,000 | 1 | 903,000 | 1.48 |
| Class is determined based on actual situation for 1,000,001and above. |
9 | 37,803,644 | 61.97 |
| Total | 6,498 | 60,999,700 | 100.00 |
74
(IV) List of Major Shareholders
Name, number of shares, and proportion of shareholders with shareholder equity at 5% and more, or top ten shareholders:
| more, or top ten shareholders: | more, or top ten shareholders: | more, or top ten shareholders: |
|---|---|---|
| April 27th,2019；Unit: Shares in thousands;% | ||
| Shares Names of majorshareholders |
Shares owned |
Shares owned ratio |
| Corewin Investments Limited Representative：Cheng-Hsiung Chen |
15,853,441 | 25.99 |
| Lucky Asia International Ltd. Representative：Cheng-Tzu Chen |
4,487,185 | 7.36 |
| Trimix International Limited Representative：Yu-Chien Chen |
3,816,843 | 6.26 |
| Asia Sino Enterprises Co., Ltd. Representative：Li-Yun Huang |
3,332,058 | 5.46 |
| Alimienwide Int’l Inc. Representative：Cheng-Hsiung Chen |
3,001,140 | 4.92 |
| Jourdeness employee Restricted Stock Trust Account the hoster from Bank Sinopac |
2,530,000 | 4.15 |
| Acme Investments Co., Ltd. Representative：Tung-Chou Ke |
1,964,751 | 3.22 |
| Charm Ocean International Representative：Cheng-Tzu Chen |
1,747,226 | 2.86 |
| Cheng-Hsiung Chen | 1,071,000 | 1.76 |
| Corewin Investments Limited Representative：Cheng-Hsiung Chen |
903,000 | 1.48 |
(V) Market Prices, book value, Earnings, and Dividends Per Share in recent two years
Unit: NT$ /thousand shares
| Item | Year | Year | 2017 (Note 1) |
2018 (Note 1) |
As of May 31st, 2019 for the current period (Note2) |
|---|---|---|---|---|---|
| Market prices per share |
Highest | 93.80 | 152.50 | 133.50 | |
Lowest |
54.70 | 48.20 | 94.50 | ||
| Average | 71.67 | 96.59 | 117.79 | ||
| Net worth per share |
Before distribution | 25.04 | 31.86 | 33.76 | |
| After distribution | 22.43 | 27.17 | － | ||
| Earnings per share |
Weighted average number of shares |
58,470 |
58,470 | 58,470 | |
| Earnings per share | 3.12 | 9.02 | 1.17 | ||
| Dividend per share |
Cash dividends |
2.5 | 4.5 | － | |
| － | － | － | |||
| Distribution | － | － | － |
75
| of bonus shares |
－ |
－ | － | ||
|---|---|---|---|---|---|
| Accumulated unpaid dividends |
－ |
－ | － | ||
| Return on Investme nt |
P/E ratio | 22.97 | 10.71 | － | |
| Ratio of dividends/price to dividendsratio |
28.67 |
21.46 | － | ||
| Cash dividends yield | 3.49 | 4.66 | － |
Note 1: The aforementioned Company’s financial statement has been audited or reviewed by the independent auditor. Note 2: The independent auditor has reviewed data for book value per share and earnings per share as of Quarter 1 of 2019; Other data as of date of publication for 2018 annual report should be filled in.
Note 3: Appropriation of earnings for fiscal year 2018 has been resolved by the board of directors at NT$4.5 cash dividend per share, pending for approval by shareholders’ meeting.
-
(VI) Dividends Policy and Implementation Status:
-
On June 22[nd] , 2017, the shareholders’ meeting passed the special resolution for the Company’s Article of Incorporation:
The Company is currently growing that comes with capital expenditure, sales expansion and a complete financial plan, the various needs for sustainable development arise. The Company’s dividends policy shall be based on the Company’s future capital expenses budget and capital needs. Cash dividends and/or stock dividends will be distributed to the Company’s shareholders.
Besides subject to related regulations, the Company will make the following distribution arrangements should there be profits before tax: (1) Employees’ remuneration at more than 1% but not more than 5% (including the Company’s employees and/or employees of affiliated companies (hereinafter, referred to as “employees remuneration”); and (2)Directors’ remuneration (hereinafter referred to as “directors’ remuneration”) at not more than 3%. Regardless of the aforementioned situation, if the Company still has accumulated losses from the previous fiscal year for this fiscal year, the Company shall reserve in advance a replenishing amount prior to the distribution of the employees and directors remuneration. In accordance with the laws of Cayman Islands, laws governing listed companies and Article 139, which states that a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, the employees and directors remuneration should be distributed in the form of cash and/or shares. And in addition thereto a report of such distribution shall be reported to the shareholders’ meeting. Additionally, government regulations, if there are earnings for the Company’s annual financial statement, the board of directors shall establish appropriation of earnings plan in the method and order as listed below, and shall be submitted to the shareholders’ meeting for approval:
-
(a) Set aside the amount to pay legal taxes;
-
(b) Replenish accumulated losses from all the previous years, if any;
76
-
(c) In accordance to legal regulations, distribute 10% as legal reserve, but when legal reserve has reached the same amount as paid-in capital, it is not covered here;
-
(d) Distribute special surplus reserve according to laws regulating listed companies or as requested by competent authority; and
-
(e) Deduct aforementioned amount for items (a) to (d) from the earnings for that year, add accumulated undistributed earnings from previous period as distributable earnings, and the board of directors should propose and submit the dividend distribution plan to the annual general meeting for approval according to relevant laws before starting the distribution. Dividends should be distributed in the form of cash dividend and/or stock dividend in accordance with the Cayman Islands law. Dividends amount should be a minimum of 10% of the profits after deducting the aforementioned items (a) to (d), and cash dividends distribution ratio should be no less than 10% of the total amount of the shareholders dividends, with a cap of 100%.
-
Dividends distribution proposal status for the current fiscal year: Appropriation of earnings for the fiscal year 2018 has been approved by the board of directors on March 19[th] , 2019. Cash dividend for shareholders is NT$4.5 per share, for a total of NT$274,498,650, pending for approval at the shareholders’ meeting.
-
(VII) The influence of the distribution of bonus shares to the Company’s business performance and earnings per share as proposed in the shareholders’ meeting this time: :None of such situation, not applicable.
-
(VIII) Employees, directors and supervisors remuneration:
-
The amount or range of the remuneration for the employees, directors, and supervisors under the Company’s Articles of Incorporation.
The amendment of the Company’s Articles of Incorporation, Article 129, has been approved by the shareholders’ meeting on June 22[nd] , 2017.
Besides subject to related regulations, the Company will make the following distribution arrangements should there be profits before tax: (1) Employee remuneration at not more than 5% and not less than 1% (including employees of the Company and/or affiliated companies (hereinafter referred to as “employees’ remuneration”); and (2)Directors remuneration at not more than 3% (hereinafter referred to as “directors’ remuneration”). Regardless of the aforementioned situation, if the Company still has accumulated losses from the previous fiscal year for this fiscal year, the Company shall reserve in advance a replenishing amount prior to the distribution of the employees and directors remuneration. In accordance with the laws of Cayman Islands, laws governing listed companies and Article 139, which states that a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, the employees’ and directors’ remuneration should be distributed in the form of cash and/or shares. And in addition thereto a report of such distribution shall be reported to the shareholders’ meeting.
- The base of estimation for employees’, directors’, and supervisors’ remuneration for the current period estimation is based on the base calculation of share numbers for
77
employees’ remuneration under share distribution, and the differences between actual distributed amount and the estimated share number amount:
The current period estimation for employees and directors remuneration is in accordance with the Company’s Articles of Incorporation. It has been approved by the board of directors on March 19[th] , 2019, and there are no differences, pending for reporting at the shareholders’ meeting.
-
Situation of remuneration distribution approved by the board of directors:
-
(1) The employees and directors remuneration distributed in the form of cash or stock. When differences arise between the recognized expenses and the estimated amount for the year,
the difference in amount, reasons, and handling situation should be disclosed.
| Allotment items |
Number of shares for allotment proposed by the board ofdirectors |
Annual estimation of recognized expenses |
Differences in number |
Reason for differences |
|---|---|---|---|---|
| Employees remuneration (Cash) |
NT$5,294,397 | NT$5,294,397 | － | － |
| Directors remuneration |
－ | － | － | － |
-
(2) The proportion of employees’ remuneration amount distributed in the form of stock is to profit after tax, and total amount of employee remuneration: None.
-
When differences arise between the actual distribution situation of remuneration for employees and directors in the previous year (including share number allotment, amount and stock price), and the recognized employees’ and directors’ remuneration, the difference in the amount, reasons and handling situation should be stated clearly. The Company’s appropriation of earnings for fiscal year 2017 has been approved by the board of directors and the 2018 Annual General Meeting. The employees’ bonus distribution is NT$1,816,408, and there is no distribution for directors’ remuneration. There are no differences between the actual distribution amount and the actual allotment situation.
-
(IX) The situation of buying back the Company’s stocks: None.
78
II. Status of Corporate bonds:
Status of corporate bonds
| atus of Corporate bonds: Status of corporate bonds |
atus of Corporate bonds: Status of corporate bonds |
|---|---|
| Types of corporate bonds | Transfer of corporate bonds without endorsements for the first time in Republic of China |
| Date of issue | December 28th, 2018 |
| Amount | NT$100,000 |
| Place of issue and listing | Republic of China |
| Par Value | Atpar value |
| Total | NT$750,000,000 |
| Interest | Coupon rate 0% |
| Expiration period | 3-year period with expiration date: December 28th, 2021. |
| Guarantee organization | Not applicable |
| Fiduciary | Trust department of Bank Sinopac |
| Underwriter | Bank Sinopac |
| Certified lawyer | KPMG Taiwan, lawyer Tien-Yen Chung |
| Certified public accountant | Deloitte & Touche, Taiwan CPA Cheng-Chun Chiu, CPA Tzu-JungKuo |
| Repayment method | Besides bond holders’ conversion of shares to the Company’s common stock according to Article 10 of the regulations relating to issuance and conversion of shares, or Article 18 of the aforementioned regulation to exercise re-purchase rights, and the Company |
| Outstanding principal amount | NT$750,000,000 |
| Terms and conditions for redemption orpre-payment |
Buy back in advance according to Article 17 of regulation for issuance and conversion |
| Restrictive covenants | In accordance with Article 7 and Article 25 of the regulation for issuance and conversion: Article 7: The Company’s convertible bond are bond without warrant, after the issuance of the convertible bonds, the Company will issue or privately acquire other bond with warrant or convertible bond with warrant, the Company’s convertible bond shall be set as the same class of loan or lien of same sequence as compared to bond with warrant or convertible bond with warrant. Article 25: Matters not mentioned herein in the Company’s rules for the issuance or transfer of convertible bond, its handling shall be subject to related laws. |
| Credit rating of convertible bonds – institution name, date and results |
Not applicable |
79
| Other rights |
As of date of publication of the annual report, the amount of common stocks already converted (exchanged or employee stock), overseas depository receipt or other securities. |
No conversion amount |
|---|---|---|
| Issuance and conversion (exchange or subscription) rules |
Please refer to the Regulations governing first time corporate bonds issuance and conversion in the Republic of China. |
|
| The issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' equity caused bythe terms of issuance. |
Please refer to the Regulations governing first time corporate bonds issuance and conversion in the Republic of China. |
|
| Custodian | Not applicable |
Information for the convertible bond
| Types of corporate bonds | Types of corporate bonds | Transfer of corporate bonds without endorsements for the first time in Republic of China |
|---|---|---|
| Fiscal Item |
As of April 30th, 2019 for the current period | |
| Convert corporate bond information |
Highest | 119.00 |
| Lowest | 104.80 | |
Average |
109.83 | |
| Conversion price | － | |
| Date of issue Conversion price at time of issue |
December 28th, 2018 NT$ 111 |
|
| Fulfillment of obligations | Delivery by new share issuance method |
III. Preferred shares: None.
IV. Issuance of Overseas Depositary Shares: None.
V. Status of Employee Stock Option Plan: None.
80
VI. Status of New Restricted Employee Shares :
| Status of New Restricted Employee Shares : | Status of New Restricted Employee Shares : | Status of New Restricted Employee Shares : |
|---|---|---|
| (I) Status of New Restricted Employee Shares May31st, 2019, Unit: Share;NT$ |
||
| Types of New Restricted Employee Shares | 2016 First Time New Restricted Employee Shares | |
| Application effective date | August 2,2016 | |
| Date of issue | August 30th,2016 | December 28th,2016 |
| Number of New Restricted Employee Shares Issued | 2,645,000 shares | 110,000 shares |
| Issueprice | Distribution of bonus shares | Distribution of bonus shares |
| Ratio of number of new restricted employee shares issued to total number of shares issued |
4.52% |
0.18% |
| Vested conditions of new restricted employee shares |
1. Employees who have been in service for a continuous period of five years after being granted new restricted employee shares. Employees who have obtained a performance evaluation of A and above each year from the first year to fifth year of service meet the Company’s performance target, and have not been in violation of any laws, labor contract, work rules (hereinafter referred to as “non-competition and confidentiality consent form") and so on other agreements with the Company within the five-year period, receive a 30% share. 2. Employees who have been in service for a continuous period of ten years after being granted new restricted employee shares. Employees who have obtained a performance evaluation of A and above each year from the sixth year to tenth year of service meet the Company’s performance target, and have not been in violation of any laws, labor contract, work rules (hereinafter referred to as “non-competition and confidentiality consent form") and so on other agreements with the Companywithin the ten-yearperiod,receive a 70% share. |
|
| Restricted rights of new restricted employee shares | 1. Employees who are allocated new shares before they meet the vested conditions, they should not sell, pledge, transfer, donate to others, set or dispose of in any ways of the new restricted employee shares, with the exception of inheritance. For employees who meet the vested conditions, the shares shall be distributed from the trust account to their individual depository account, in accordance to the agreement of the trust custody contract. 2. The attendance, proposals, speeches, voting and voting rights of the shareholders' meeting shall be executed in accordance with the trust custodycontract. |
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- Employees who are allocated new restricted employee shares according to this rule, who have not met the vested conditions, will obtain rights similar to the common stocks already issued by the Company (including but not limited to: cash dividends, stock dividends, capital reduction, capital surplus cash (stock), new subscription rights for cash capital increase by original stockholder, and any rights from various legal allotment matters arising from merger, division, or shares transfer. 4. For employees who have achieved the vested conditions during this period between the Company’s book closure date for issuance of bonus shares, book closure date for cash dividends, book closure period for shareholders’ meeting as specified in Section 3 of Article 165, or other book closure period for statutory suspension of happening facts until the date of the distribution of rights, the procedures and the removal of the restricted time for the vested shares are executed in accordance with the trust custody contract. 5. After the issuance of the new restricted employee shares, it should be delivered directly to the trust custody immediately. Employees may not request the trustee to return the new restricted employee shares for any reason or manner until the conditions are fulfilled. After the issuance of the new restricted employee shares, the shares must be delivered to the trust custody immediately. Employees may not request the trustee to return the new restricted employee Custody situation of new restricted employee shares shares for any reason or manner until the vested conditions are fulfilled. 1. In the ten years the employees are allocated new restricted employee shares, those who have voluntarily resigned, have been dismissed or repatriated by the Company, have retired, have personally applied for transfer to affiliated companies, have previously been allocated shares, the employees who voluntarily resigned, dismissed, repatriated by the Company, retired, transferred to affiliated companies, and have not acquired the shares at the effective date, the Company should recover the shares from the employee without compensation. Handling method for employees who do not meet 2. In the ten years after being allocated the new restricted employee shares, for the employee whom vested conditions after being allocated or have the Company authorize temporary leave without salary (including but not limited to childcare, subscribed to new shares. injury, military service, and so on), it is deemed that the employee does not meet the vested conditions during this period of time. Employees are entitled to reinstate their interests within the scope of the share placement in the year in which they resumed their duties in accordance with the provisions of Section 3 of this Article. However, after the employee has resumed their duties and the actual allocated number of shares for the year, the Company’s chairperson should reapprove the proportion and time limit for achieving the vested conditions with reference to the
82
| factors in Section 2 of Article 3. In addition, the period for vested conditions shall be pushed back in accordance with the duration of the temporary leave without salary. 3. After the allocation of the new restricted employee shares, for employees who (1) do not meet performance target of 70% of the vested conditions in accordance with Section 3 of this Article for three consecutive years, the Company should recover any remaining shares without bonus from the employees who do not meet the vested conditions. For employees (2) who are given annual allotment shares but have not met 100% of the vested conditions, the Company retains the rights to allot the shares according to the rate of achievement of the performance target and vested rate, or to recover any shares without bonus from the employees who do not meet the vested conditions for the year. 4. If the need arises from the Company’s operations and the employee is required and approved by the Company to transfer to its affiliated company. 5. For the shares that have not been acquired at the effective date of the transfer to the affiliated company, the Company’s chairperson should re-approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. 6. Employees are entitled to the stock dividend and distribution during the acquiring period, and the Company agrees to give to the employees for free. It will not be different as to whether or not it has met the vested conditions. 7. The employee who terminates or cancels the authorization of the Company as the appointed agent in violation of the provisions of Section 7 and 8 of this Article before the vested conditions are fulfilled, the Company may recover all of the vested shares from the employee without compensation. |
factors in Section 2 of Article 3. In addition, the period for vested conditions shall be pushed back in accordance with the duration of the temporary leave without salary. 3. After the allocation of the new restricted employee shares, for employees who (1) do not meet performance target of 70% of the vested conditions in accordance with Section 3 of this Article for three consecutive years, the Company should recover any remaining shares without bonus from the employees who do not meet the vested conditions. For employees (2) who are given annual allotment shares but have not met 100% of the vested conditions, the Company retains the rights to allot the shares according to the rate of achievement of the performance target and vested rate, or to recover any shares without bonus from the employees who do not meet the vested conditions for the year. 4. If the need arises from the Company’s operations and the employee is required and approved by the Company to transfer to its affiliated company. 5. For the shares that have not been acquired at the effective date of the transfer to the affiliated company, the Company’s chairperson should re-approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. 6. Employees are entitled to the stock dividend and distribution during the acquiring period, and the Company agrees to give to the employees for free. It will not be different as to whether or not it has met the vested conditions. 7. The employee who terminates or cancels the authorization of the Company as the appointed agent in violation of the provisions of Section 7 and 8 of this Article before the vested conditions are fulfilled, the Company may recover all of the vested shares from the employee without compensation. |
|
|---|---|---|
| New restricted employee shares that are recovered or purchased Numberofshares |
225,000 Shares |
0 |
| Number of shares in which the new restricted shares have been released |
0 |
0 |
| Number of shares in which the new restricted shares havenot been released |
2,420,000 Shares |
110,000 Shares |
| Ratio of the number of shares in which the new restricted shares have not been released to the number of total issued shares |
3.97 |
0.18 |
83
The effect on shareholders' equity
Calculation is based on the number of issued shares in circulation and the vested period at the time of issue. Its earnings per share dilution is limited, therefore, it does not have any major effects on shareholders’ equity.
(II) New Restricted Employee Shares Granted to Management Team and to Top 10 Employees
| (II) New Rest | ricted Employee Shares Granted to Management Team and t | ricted Employee Shares Granted to Management Team and t | ricted Employee Shares Granted to Management Team and t | ricted Employee Shares Granted to Management Team and t | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees | o Top 10 Employees |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| May 31st, 2019，Unit: Shares；NT$ | ||||||||||||
| Title | Name | Number of New Restricted Employee Shares Acquired |
Proportion of Number of New Restricted Employee Shares Acquired Is to the Total Number of Issued Shares |
Restricted rights have been released | Restricted rights have not been released | |||||||
| Number of shares in which the restrictions have been released |
Par Value |
Amo unt of the issue d share s |
Ratio of the number of shares in which the restrictions have not been released to the number of total issued shares |
Number of shares in which the restrictions have not been released |
Par Value |
Amount of the issued shares |
Ratio of the number of shares in which the restrictions have not been released to the number of total issued shares |
|||||
| Management team |
General Manager, Jourdeness Group |
Chia-Chi Chen |
835,000 |
1.37% | 0 | Bonus Distribu tion |
- | 0 | 835,000 | Bonus Distribu tion |
- | 1.37% |
| Chief Executive Officer, Jourdeness Group |
Yu-Chien Chen |
|||||||||||
| Chief Financial Officer, Jourdeness Group |
Hsiao-Hui Cheng |
|||||||||||
| Director, Jourdeness International |
Ching-Yuan Chang |
|||||||||||
| Operations Vice President, Jourdeness Cosmetics |
Ya Yun Cheng |
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| Deputy factory manager of Jourdeness International and director of 3 R&D centers of Jourdeness (Guangzhou) Cosmetic Co., Ltd |
Ou I-Fen | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Head of International Operations Division, Jourdeness International |
Lai Hsiu Hui |
|||||||||||
| Employee | Employee | Ching-Lu Liao |
1,045,000 | 1.71% | 0 | Bonus Distribu tion |
- | 0 | 1,045,000 | Bonus Distribu tion |
- | 1.71% |
| Yu-Hsuan Lin |
||||||||||||
| Pei Chin | ||||||||||||
| Ting-Hsing Teng |
||||||||||||
| Jui-Sheng Huang |
||||||||||||
| Ya-Wen Hsu |
||||||||||||
| Chia-Hui Hsu |
||||||||||||
| Mei-Chun Wang |
||||||||||||
| Hsiu-Fen Hsu |
||||||||||||
| Chin-Yan Lin |
85
VII. Status of New Share Issuance in Connection with Mergers and Acquisitions: None.
86
VIII. Execution Status for Capital Utilization Plan:
-
Transfer of corporate bonds without endorsements for the first time in Republic of China (I) Project content
-
Date of Approval and Approved Document Number by Competent Authorities for Business Objectives in Taiwan: September 13[th] , 2018, Ref No. FSC1070333549 and FSC-10703335491 (Issued by the Financial Supervisory Commission R.O.C. (Taiwan)).
-
Total amount of capital required by this project: NT$1,846,077,000.
-
Source of capital:
-
(1)Cash capital increase through new shares issuance (acquired letter issued by Competent Authorities for Business Objectives in Taiwan, the Financial Supervisory Commission R.O.C. (Taiwan), FSC-108030334 abolishing offering, on February 1[st] , 2019).
-
A. Amount: NT$10
-
B. Shares: 2,000,000
-
C. Issue price: provisional NT$120 per share
-
D. Offering amount: NT$240,000,000
-
-
(2)Transfer of corporate bonds without endorsements for the first time in Republic of China
-
A. Amount: NT$100,000
-
B. Volume: 7,500 shares
-
C. Period: 3 years
-
D. Coupon rate: Annual interest rate 0%
-
E. Issue price: at par value
-
-
(3)Cash flow generated from operations: NT$1,096,077,000
4. Financing plans and implementation
Unit: NT$ in thousands
| Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | Unit:NT$ in thousands | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financing plans |
Expected completion date |
Required total amount of capital |
Expected implementation | |||||||||||||||
| Paid | 2018 | 2019 | 2010 | 2012 | ||||||||||||||
| Quarter 3 | Quarter 4 | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | |||||
| Newly-added plant equipment |
2010 Quarter 4 |
Current offering |
750,000 | － | － | 30,198 | 208,661 | 511,141 (Note) |
－ | － | － | － | － | － | － | － | － | － |
| Cash flow generated from operations |
1,096,077 | 151,167 (Note) |
3,276 | － |
－ | 8,435 | 111,735 | 109,576 | 113,645 | 150,484 | 165,423 | 154,791 |
66,607 | 34,422 |
11,482 | 15,034 | ||
| Total | 1,846,077 | 151,167 | 3,276 | 30,198 |
208,661 | 519,576 | 111,735 | 109,576 | 113,645 | 150,484 | 165,423 | 154,791 |
66,607 |
34,422 |
11,482 | 15,034 |
Note: The offering’s amount of NT$400,000,000, it is expected that in quarter two of 2019, will pay back the loan for subsidiary Bio-Jourdeness International Group Co., Ltd. to the Land Bank of Taiwan. The loan is to support the purchase of the land required for the new plant with a total amount of $528,282,000. Out of this amount, there is already self-paid capital support for
87
$128,282,000, and the remaining $400,000,000 is borrowed from the bank. To express the authenticity and integrity of the project, this amount will be listed as new plant equipment of this project.
88
(II) Actual implementation
| March31st,2019 Unit: NT$inthoustand | March31st,2019 Unit: NT$inthoustand | March31st,2019 Unit: NT$inthoustand | March31st,2019 Unit: NT$inthoustand | March31st,2019 Unit: NT$inthoustand | March31st,2019 Unit: NT$inthoustand | |
|---|---|---|---|---|---|---|
| Financing plans |
Expected/Actual | Required capital Total |
Capital utilization |
Capital utilization |
Reasons and improvement plans for plans that are ahead or behind schedule |
|
| 2018 | 2019 | |||||
| Quarter four |
Quarter one | |||||
| Newly-added plant Equipment |
Used amount | Expected | 750,000 | 30,198 | 208,661 | Note 1 |
| Actual | 0 | 0 | 0 | |||
| Implementation Progress(%) |
Expected |
100% | 4.03% | 27.82% | ||
| Actual | 0% | 0% | 0% | |||
| Total | Used amount | Expected | 750,000 | 30,198 | 238,859 | |
| Actual | 0 | 0 | 0 | |||
| Implementation Progress(%) |
Expected |
100% | 4.03% | 27.82% | ||
| Actual | 0% | 0% | 0% |
The Company has on December 28[th] , 2018 completed offering for a total amount of NT$750 million, capital utilization of the entire amount is for new plant equipment. The coming new plant and equipment are expected to start formal operations from 2022. Until Quarter 1 of 2019, due to lesser working days over the lunar new year holiday period and so on, such factors have resulted in a quarter’s delay for capital offering. This led to the slowdown of capital execution, thus, the subsidiary Jourdeness International has already started the construction contract work. The Company has signed a letter of intent with You Hwong Creative Development Co., Ltd. for the factory building project in Chiayi Dapumei Machinery Park – exterior materials (include copper tiles) and landscape architecture project construction, on April 1st, 2019. This is expected to speed up the contract process in time for completion. Until Quarter 1 of 2019, there are no differences between expected benefits and actual achievements.
89
V. BUSINESS OPERATIONS
I. Business scope
-
(I) Scope of operations
-
Scope of operations
(1) Primary scope of the Company’s operations
The Company has more than 650 skin care and spa direct and franchise chain stores in Taiwan, Mainland China and Malaysia, a large international beauty care group that has beauty products research and development (R&D), sales, beauty courses services in one line. The Company is committed to “becoming a leader in the beauty industry into the future” and a corporate vision of “honesty, trust, sustainable management,” providing top beauty care products and course services to female consumers. The Company has continued to provide consumers with high quality services and won the trust and good reputation among the oriental female consumers, from Taiwan to the booming Mainland China market.
Primary scope of the Company’s operations as follows:
-
A. Beauty and spa courses and products’ R&D, manufacturing and sales.
-
B. Management and promotion activities of the franchise chain stores.
-
C. Management of the direct stores.
(2) Composition of operations
Unit: NT$ in thousands;%
| Unit: | Unit: | NT$ in thousands;% | NT$ in thousands;% | |||
|---|---|---|---|---|---|---|
| Year Primary scope |
2017 | 2018 | 2019 Quarterone | |||
| Amount | Amount | Amount | % | Amount | % | |
| Product sales revenue |
1,136,265 | 49.11 | 1,255,720 | 40.40 | 275,867 | 41.44 |
| Income from course service charge |
1,137,071 | 49.15 | 1,820,165 | 58.55 | 386,085 | 57.99 |
| Others | 40,184 | 1.74 | 32,611 | 1.05 | 3,795 | 0.57 |
| Total | 2,313,520 | 100.00 | 3,108,496 | 100.00 | 665,747 | 100.00 |
(3) Current commodities (services) items
| Product categories |
Primary series | Demand | Effectiveness |
|---|---|---|---|
| Beauty and personal care products |
Platinum Intensive Whitening Series |
Sales is good during summer, it has the function of keeping |
Traditional whitening contents such as tranexamic acid, nicotinamide with patented |
90
| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| skin fresh without | ingredients “CARITAS” | ||
| burning | whitening factor, and invited | ||
| HRF professional fragrance | |||
| expert from France to give the | |||
| product a unique smell and | |||
| effect mixing various types of | |||
| organic essential oils. | |||
| BA-5 intensive anti- | Naturally-sourced | Uses Jourdeness' exclusive | |
| aging Series | ingredients can have | innovative new raw material | |
| an effect on the skin, | “CARITAS BA-5”to increase | ||
| allowing moisture to | skin glow, elasticity and | ||
| deeply penetrate. | moisture, strengthen the | ||
| absorption of effective | |||
| ingredients and Jourdeness' | |||
| patented raw materials | |||
| “CARITAS JD” whitening | |||
| factor, will achieve the | |||
| whitening effect. | |||
| Extra-penetrating | Highly effective | ||
| Firming | moisturizer penetrates | with the complex anti-ageing | |
| deeply through the | plant extract that can firm the | ||
| cuticle layer, giving | skin, lighten wrinkles and | ||
| the skin brightness | nourish the skin. | ||
| and fine lines. | |||
| Depuration Purifying | Designed for | 1. Conditioning: Natural | |
| Series | combination skin type, | essence skin conditioner, |
|
| using vitamin B3 as | reduces acne from growing, | ||
| the primary ingredient | improves clogged pores and | ||
| to improve | oil secretion. | ||
| metabolism of the skin | 2. Cleansing: Revitalizes |
||
| and thorough skin | blood circulation | ||
| purification effects, | strengthening skin | ||
| with the use of its | metabolism. | ||
| essential oils contents | 3. Exfoliating: Boosting skin | ||
| to lessen acne from | metabolism for a more | ||
| growing and for the | delicate skin. | ||
| effects of oil soothing, | |||
| continues to soothe, | |||
| soften, and moisturize | |||
| the skin, giving it a | |||
| bright and clear | |||
| appearance. |
91
| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| Hydrabio Extra | Designed for ageing | 1. Repair: Raises the vitality of the skin, increases self- healing ability of the skin surface, protects the skin from harmful UV with increased barrier function. 2. Anti-ageing: Eliminates fine lines, retains collagen, restores facial skin to look firm and full. Boosting skin metabolism: Reduces glycation, strengthens metabolism, regains radiance of the skin. |
|
| Vitalizing Series | and dry skin, with rose | ||
| as the primary | |||
| content. It provides | |||
| skin repair and | |||
| rejuvenation, | |||
| replenishes the skin | |||
| with collagen and | |||
| achieves the effects of | |||
| anti-ageing giving it a | |||
| firm and delicate skin. | |||
| Light-quick Ultimate | Selection of top anti- | Unique and exclusive active ingredient, JCF, helps polypeptide to achieve its maximum when the skin is dry, sensitive, or not stable. JCF raises the natural protection mechanism of the skin to release decomposed ceramide and milk lipids, strengthens the skin composition, restoring collagen, along with various pearl polypeptide formula, eradicates lines, defies ageing, leaves one with a youthful skin. |
|
| Series | ageing ingredients, | ||
| with unique and | |||
| exclusive active | |||
| ingredient, JCF, | |||
| leaving you with a | |||
| firmer, fresh and | |||
| youthful skin. | |||
| Renewal Energy | No alcohol, artificial | Renewal energy element and protective stimulant conditioning factor, double key ingredients, has excellent moisturizing potential and strengthens skin barrier function, nurtures good cuticle layer skin, maintaining best protective mechanism, giving it a strong skin and keeping the moisture from evaporation. |
|
| Series | fragrance, minimum | ||
| preservatives, rich in a | |||
| variety of essential | |||
| ingredients to give the | |||
| skin pure protection, | |||
| eases tiredness and | |||
| tension on the skin, | |||
| raises its protection | |||
| mechanism against | |||
| harmful effects from | |||
| the environment, |
92
| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| continuous protection | |||
| and repair for a long | |||
| time, giving one a | |||
| glowing and soft | |||
| healthy skin. | |||
| Eye Care Series | Contains a variety of | The tightening factor aids the eye area to tighten, high elasticity and improves circulation. It also supports multiple polypeptide extract, soothes the eye area from swollen, removes fine lines, increases skin elasticity. |
|
| polypeptide essence, | |||
| pure plant extracts, | |||
| powerful moisture | |||
| factor, all-purpose, | |||
| good for skin care | |||
| around the eye area | |||
| for all age group. | |||
| Lotion Series | Highly concentrated | 1. Hyaluronic acid original fluid has good compatibility with the skin, it can lock in the water, and maintain the state, it helps dry and rough skin to recover moisture, and gives the skin a soft and delicate feel. 2. Collagen contains many types of natural amino acids and hyaluronic acid, it is refreshing in nature that can penetrate into the skin, replenishes the needed collagen, achieving the state of bright glow and elasticity. 3. Placenta liquid has plant- based natural amino acid, vitamins, and mineral content, which helps aging weakened skin to regenerate vitality and tightens to have elasticity. It can also moisten the dry skin, eradicate its fine lines, and contains hyaluronic acid which has superior moisture, increasing the skin’s water content, giving it a smooth and soft skin. |
|
| content can solve the | |||
| problem of skin | |||
| dryness, fine lines, | |||
| ageing, dark sports, | |||
| sensitivity, and so on. | |||
| It gives the skin direct | |||
| enhancement, | |||
| restoring it to its best | |||
| state. | |||
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| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| Sunscreen Series | Taiwan Food and | Use a mild sunscreen to block UV rays, prevents dark spots and freckles caused by sun exposure. |
|
| Drug Administration | |||
| approves the sunblock | |||
| products, which can | |||
| prevent the skin from | |||
| harm from the | |||
| sunlight and prevents | |||
| photo-aging. | |||
| Cleansing Series | The firm texture of the | 1. Two-in-one cleansing and make-up removal: Cleansing and make-up removal in just one step, avoids the skin from having sensitive reactions arising from excessive use of surfactants. 2. The “active oxygen cleansing component” will create dense bubbles when coming into contact with the oxygen in the air. It can deeply cleanse the pores, and removes old cuticles on the skin with the effects of cleansing and exfoliating. |
|
| mild bubbles, does not | |||
| harm the skin, but can | |||
| remove dirt and oil. | |||
| Besides cleansing its | |||
| purpose, the bubbles | |||
| can remove make-up | |||
| and have an | |||
| exfoliating function. | |||
| Crystal Radiance | Customized for | 1. Protection: Soothes the inflammatory reactions after sun exposure, controls MITF, inhibits the effect of tyrosinase, prevents skin darkening from the source. 2. Anti-oxidant: Captures free radicals, slows ageing of skin. |
|
| Series | customer groups who | ||
| want skin whitening, | |||
| selected whitening | |||
| ingredients approved | |||
| by the MOHW - | |||
| Tranexamic acid, can | |||
| effectively dampen the | |||
| black pigmentation | |||
| caused by | |||
| inflammatory | |||
| reactions, slow down | |||
| its production. It is | |||
| also a support as a | |||
| complex whitening | |||
| extract, enhances the | |||
| whitening effect. |
94
| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| Added deep sea algae, | |||
| helps to neutralize free | After continuous use, it will |
||
| radicals, along with | improve fine lines, wrinkles, | ||
| Deep Sea Series | polypeptides, which | restore skin elasticity and | |
| optimize the anti- | firmness, with its restorative | ||
| ageing effects to the | effects. | ||
| skin. | |||
| Amazon Venus Series | Dragon blood extract, | Dragon blood boosts the | |
| Brazil grape extract, | healing of wounds, possesses | ||
| and rose flower water. | good ability to fight free | ||
| radicals. Brazil grape seed | |||
| effectively protects the skin, | |||
| resists free radicals, and resists | |||
| ageing. Keeping in moisture, | |||
| moisturizing, anti-wrinkles, | |||
| maintains skin elasticity and | |||
| vitality, possesses | |||
| characteristics that will relieve, | |||
| soothe, calm, and is anti- | |||
| Beauty and | |||
| inflammatory. | |||
personal care |
Alps Anti-irritative | The concept of the | Repairs thinning cuticle cells, |
| products | Series | appeal is no mineral | increases restorative ability of |
| oil, no colorings, no | surface skin, improves skin | ||
| fragrance, no alcohol, | barrier function, to achieve | ||
| and has added | effects of anti-inflammatory, | ||
| Edelweiss of the Alps, | calming the skin and reduces | ||
| as its main demand, | redness, giving it a glowing and | ||
| added apple stem cells | delicate skin. | ||
| and complex red plant | |||
| extract. | |||
| Peptides Lightness | Added nona-peptide | Its main function is skin | |
| Series | that will resist black | whitening and softening, and the | |
| pigment transfer, at | product has already obtained | ||
| the same time, it goes | approval by the China National | ||
| with arbutin, acerola | Medical Product Administration. | ||
| extract and so on, to | The product can now declare its | ||
| resist tirosinase from | whitening effects. | ||
| being created. | |||
| Dragon's Blood Series | Added dragon tree | Main function is to repair the | |
| blood from the | skin, defy ageing, giving it | ||
| Amazon River, rich in | radiance and firmness. |
95
| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| proanthocyanidins, | |||
| taspine, repairs the | |||
| skin for anti-oxidant | |||
| effect. | |||
| Camu Camu Series | Added Camu Camu | The product is marketed through | |
| fruit from the Amazon | e-commerce, mainly for | ||
| Basin, rich in VC, | moisturizing with basic care and | ||
| with the effects of | skin whitening. | ||
| moisturizing and | |||
| whitening the skin. | |||
| Essential oil Series | Different | Different types of essential oils | |
| characteristics of the | can soothe the nerves, bringing a | ||
| essential oils, can | pleasant mood and healthy body. | ||
| meet the needs of | |||
| customers for the | |||
| Compound essential | mind and skin, for | ||
| oil Series | soothing and | ||
| conditioning effects. | |||
| Herbal Soothing | The gentle cleansing | Added glycerin oil, keeps | |
| Series | formula along with | moisture in the cuticle layer to | |
| Aroma Care | |||
| floral fragrance that | prevent loss. And added main | ||
| Product | |||
| relaxes the mind, | aromas and effects for key | ||
| brings about joyous | demands. | ||
| and relaxing moments | |||
| during bath. | |||
| Pure Series | You can add your | Using Royal Jelly Extract as the | |
| favorite essential oils, | key ingredient, it is rich in | ||
| enjoy your self- | vitamin B3、B5 and glycosides, | ||
| created essential oil | minerals, and so on effective | ||
| product; the light | ingredients, which can help to | ||
| aroma will bring a | soften and moist the skin, and | ||
| joyous mood. | has anti-inflammatory effects. | ||
| Pristine Nourish | Natural shampoo with | Rich and delicate foam, | |
| Shampoo | no artificial fragrance, | thoroughly cleanse the hair, | |
| no silicone, no | giving the hair natural freshness | ||
| colorings. | with the natural herbal fragrance | ||
| Cleanse body | |||
| that is light and refreshing. | |||
| Pristine Fragrant Bath | Refreshing, mild and | Rich and delicate foam, contains | |
| Foam | deep cleansing for the | moist and restorative contents, | |
| skin. | cleanses deeply, giving the skin a |
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| Product | Primary series | Demand | Effectiveness |
|---|---|---|---|
| categories | |||
| natural freshness with the natural | |||
| herbal fragrance that is light and | |||
| refreshing. | |||
| Herbal Mosquito | Added essential oils | Added a variety of herbal extract | |
| Repellent Spray | with the effect to | oils, mild to the skin and not | |
| prevent mosquitoes | pungent, effectively prevents | ||
| from biting. | mosquitoes from biting. | ||
| Anti-virus wet wipes | No preservatives, no | Natural sterilization, eliminating | |
| Protection | |||
| artificial fragrance, no | enterovirus in the environment. | ||
| series | |||
| alcohol, no other | |||
| chemicals, mainly | |||
| non-toxic ingredients | |||
| with extracts purely | |||
| from plants. | |||
| Pixie-kiss Hydrating | Moisturizes and | Fresh, sweet and fruity aroma, | |
| Lip Balm | repairs the lips. | releases stress. | |
| Make-up series | Radiant Hydrating Lip | Moisturizes, repairs, | Naturally moistures and |
| Gloss | and polishes the lips. | smoothens the lips, giving it a | |
| rosy look. | |||
| Massage Cream Series | Designed for different | 1. For dry skin: Added essential | |
| types of skin( dry, | oil that has repair functions, | ||
| oily, sensitive skin) | so that during massaging, the | ||
| essential oil fats will blend | |||
| and release its aroma and | |||
| gives the skin a moisturizing | |||
| repair. | |||
| 2. For oily skin: The essence of | |||
| the cream, along with | |||
| naturally blended | |||
| Salon care | |||
| conditioning essential oil | |||
| products | |||
| extract functions, can | |||
| improve the condition of pore | |||
| congestion and conditions the | |||
| fats for a soothing effect. | |||
| 3. For sensitive skin: In a pure | |||
| formula, added active | |||
| ingredients with repair and | |||
| conditioning functions, to | |||
| give the sensitive skin no | |||
| burden. |
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| Product categories |
Primary series | Demand | Effectiveness |
|---|---|---|---|
| Masque Powder Series | Raises skin protection ability, and keeps the skin with firmness and elasticity. |
Contains plant extract, chamomile essential oil has a great soothing characteristics that can ease discomfort of sensitive skin, mild and steady effects for the skin, promotes blood circulation, tightens the skin and strengthens the skin hydration, giving it a bright and clear look. |
(4) New product and service development project:
| Ite | Project name | Demand | Effectiveness | Expected |
|---|---|---|---|---|
| m | completi | |||
| on date | ||||
| 1 | Mandelic Acid | Uses mandelic acid | Uses highly concentrated 15% | 2019/07 |
| Beauty Series | formula to soften the old | mandelic acid ingredient, | ||
| cuticle and renew it. | which can effectively removes | |||
| old cuticles, and uses special | ||||
| type of algae to strengthen | ||||
| moisturizing effect. | ||||
| 2 | Extra-hydrating | Keeping moisture and | Added Selaginella | 2019/07 |
| Brightening | eradicate fine lines. Giving | lepidophylla Extract as the |
||
| Series | it a moisture and hydrated | key ingredient, also called the | ||
| skin. | Rose of Jericho, through the | |||
| plant’s secondary metabolites, | ||||
| complex enzyme, and | ||||
| responsive elements for the | ||||
| coordinating effects, can | ||||
| prevent serious damage | ||||
| during the dry period, and | ||||
| improve its restorative ability | ||||
| during the rehydration period. | ||||
| 3 | Relax Complex | Natural essential oils as the | Essential oils are selected |
2019/07 |
| Oil | main ingredient for its | based on their effects for | ||
| effects. | easing muscular pain, | |||
| gynecology, anti-virus. | ||||
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| 4 | Baby Series | Extract highly effective | It moisturizes the skin | 2019/07 |
|---|---|---|---|---|
| repair ingredients, added | intensely and has relieving | |||
| anti-allergic essence used | effects, with soothing and | |||
| in baby products for fragile | moisturizing characteristics, |
|||
| skin along with mild and | maintains oil and water | |||
| moist formula, to keep the | balance, provides nutrients | |||
| skin smooth and moist, | and regenerative purposes, | |||
| quickly absorbed and not | gives the skin a good healthy | |||
| oily. | glow. At the same time, it can | |||
| effectively achieve anti- | ||||
| allergy repair, relieving | ||||
| different types of discomfort. | ||||
| 5 | Feminine Wash | It does not include | It does not include SLS,SLES, | 2019/11 |
| SLS,SLES, ingredients that | ingredients that can cause |
|||
| can cause irritation. For its | irritation. Added ingredients | |||
| anti-bacterial effect. | that are mild and soothing, | |||
| and with added plant-derived | ||||
| fungicides that are suitable for | ||||
| use on sensitive parts of the | ||||
| body, to achieve the anti- | ||||
| bacterial effect without | ||||
| irritation but soothing. | ||||
| 6 | Anti-Aging | Consumers are of older age | Following skin care tradition |
2019/12 |
| Series | groups, product | of using multiple polypeptide, | ||
| characteristic is intense | added patented ingredient | |||
| moisture, treatment oil, | that can remove the | |||
| enhances skin elasticity, | impurities, particles from | |||
| skin tightening. | PM2.5, the patented | |||
| ingredient is ”CARITAS” an | ||||
| anti-wrinkle and whitening | ||||
| factor. At the same time, | ||||
| invited, HRF , professional | ||||
| fragrance expert from France | ||||
| to give the product a unique | ||||
| smell and effect mixing | ||||
| various types of organic | ||||
| essential oils. |
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| 7 | Hyaluronic Acid | Restores the elasticity of | Added hyaluronic acid for | 2019/12 |
|---|---|---|---|---|
| Series | the skin, its refreshing | deep conditioning, moisture, | ||
| characteristics give it a | and skin repair, boost the | |||
| bright and clear look. | regeneration of collagen, and | |||
| dampen fine lines. | ||||
| 8 | Dragon's Blood | Added Dragon’s Blood | Croton Lechleri Resin Extract | 2019/12 |
| Series | extract,CROTON LECHLERI | contains proanthocyanidins |
||
| RESIN EXTRACT, as main | which is a strong anti-oxidant, | |||
| ingredient for different | and taspine which is good for | |||
| merchandise, such as | wound healing. It helps to | |||
| make-up remover, mousse, | repair wounds, and can |
|||
| face mask, shampoo, body | protect and boost collagen | |||
| wash and so on. | fiber production, keeping a | |||
| youthful skin. | ||||
| 9 | Shea Butter | The concept of plant | Added shea butter extract to | 2019/12 |
| Series | extract, stresses hydrating | prevent dryness and cracks, | ||
| and moisturizing. | restores and maintains skin | |||
| elasticity giving it a natural | ||||
| feeling and a good deep | ||||
| moisturizing effect. | ||||
| 10 | Royal Jelly | The concept of natural | Added honey-type extract, | 2019/12 |
| Series | active ingredient, stresses | such as royal jelly, honey, | ||
| keeping soft and moist, | propolis extract, to achieve | |||
| anti-inflammatory, and | soft, moist, anti-inflammatory, | |||
| soothing effect. | and soothing effects. |
(II) Industry Overview
- Current status and development of the industry
A. Beauty industry summary
Since the ancient times, it has been known that being beautiful is one major wish of human nature, human beings have always yearned for a beautiful appearance. As modern society is getting intensely competitive, humans are placing more and more importance and focus on the way one dresses and how one looks besides looking at one’s depth and knowledge, and personality. Regardless of being with friends or at work, perception of one’s external appearance will more or less affects one’s first impression. As the economic
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conditions improve, domestic consumption of the beauty industry is gaining acceptance and the consumption expenses gradually increase each year.
According to the definition of beauty industry by the Taiwan External Trade Development Council (TAITRA), in broad terms, as long as it is an industry that can raise the effect of beauty, it can fall within the scope of beauty industry. It can be: the hand techniques, equipment that aids make-up effects, beauty and skin care products, and so on that provide non-harmful, non-invasive skin cleansing, skin care, make-up and so on services that are of management nature behavior to the consumers.
Definition of cosmetic and skin care products, according to Euromonitor are categorized as follows: baby and child-specific products, bath and shower, deodorants, hair care, color cosmetics, men’s grooming, oral hygiene, fragrances, skin care, depilatories, sun care, sets/kits, and so on.
(A) Major operations market development
According to market survey by Inkwood Research, the scale of global market for skin care products has reached US$4.4368 billion in 2017, and it is estimated that it will reach US$5.6659 billion in 2026. The CAGR growth rate is 2.81% from 2018 to 2026 for(as shown in the image below).
A research report by Euromonitor indicates that observations by region show that the major force for market development in the Asia Pacific region in 2016, the market share for sales by the Asia Pacific region is 32.3% in 2016, and the growth rate has reached 5% in 2016, which is better than the more mature markets like Europe and North America. In-depth research shows that the major force for the Asia Pacific market development comes from mature markets such as Japan and Korea, which is oriented towards upscale and complex consumption model. In addition, the rise of emerging markets like ASEAN and China, their middle class has driven the uppermiddle level beauty and skin care products sales, in addition to the basiclevel beauty and skin care products.
Besides the Asia Pacific market, Europe and North America are the other two key sales market, however, the major growth momentum comes from China, Brazil and Thailand and so on to the emerging countries. This is due to the rate of economic growth in recent years, the demand for beauty and skin care products is gradually increasing each year. The Company’s
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main operating market is China and Taiwan, below analysis are based on these two markets:
Global sales amount for beauty and skin care products from key regions in 2016
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a. China market
Euromonitor indicates the sales amount for beauty and personal care market in China for 2017 is RMB 361.566 billion, an annual growth rate of 9.64%. Among which, skin care products has a sales amount reaching RMB186.655 billion, the proportion of main product application stands at 51.62%. It estimates the overall market growth until 2022 is RMB 535.223 billion, with an annual compound growth rate at 8.16%.
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According to the China Industrial Securities Research Institute’s report shows (as in the chart below) that the scale of Mainland China’s beauty and personal care products market is estimated to be RMB780 billion in 2016, reaching RMB 1.3 trillion in 2020, with a growth rate at 70%. The beauty market reached RMB 709.1 billion in 2016, of which the beauty life style market stands at 80%, accounting for about RMB 567 billion. In addition, to personal care product market which is about RMB 74 billion. In total, the market scale for beauty lifestyle in Mainland China reached RMB 640 billion, becoming the largest market for beauty and care products demand in the Asia Pacific region, with unlimited business
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opportunities.
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According to the research report by abaogao.com, the production value for beauty profession in China from 2016 to 2022 will grow each year from RMB 682.4 billion to RMB 1.1 trillion respectively (annual compound growth rate at 8.9%). It shows a steady growth trend each year (as shown below).
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As the GDP in mainland China grows, there is the trend of younger age group for beauty lifestyle and the female working group’s education level gradually increases each year (see below chart), the consumption power and consumption frequency increase each year. Females 30 years old and above in particular are main consumption group for the beauty lifestyle market. As the age, life pressure and work pressure increases, the demand for beauty lifestyle becomes more urgent, and they have the economic capability for consumption. Consumption patterns have also gradually transition from low value to high value, demand contents have also become more diversify, for example: anti-age, anti-aging, youthful
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look, relax, massage, even extends to all parts of the body. More and more attention is placed on beauty lifestyle combined with health care functions, it has already penetrated into the lives of the female groups, becomes a major highlight of the beauty industry.
Estimates by various research institutions show that the beauty and health care market in China for the coming few years, will surpass the 10% growth rate, with a market scale between RMB 880 billion to RMB 1.3 trillion from 2017 to 2020. It is estimated that future beauty and personal care products market in China will continue to show a growth trend.
b. Taiwan market
According to the Directorate General of Budget, Accounting and Statistics (DGBAS) of Executive Yuan, the statistics for economic growth in the first season in 2018 has reached 3.04%, and remains positive of future economic growth; Besides, the growth momentum for pharmaceutical and cosmetic sales continues to grow steadily. Demands for daily health care and cosmetics gradually increases. According to data by the Department of Statistics, Ministry of Economic Affairs (DOS, MOEA), the annual revenue for the pharmaceutical and retail industry in 2017 is $202 billion, a record high, with an annual growth of 3.0%, an average growth rate of 3.1% in recent ten years. In particular, the huge consumption potential of female consumers will help to raise the consumption momentum for cosmetics and skin care products. It is estimated that the revenue for pharmaceutical and cosmetics retail businesses in 2018 will continue to maintain a high growth level. In a survey of actual situations for the retail businesses in 2017, cosmetics and skin care products still tops the pharmaceutical and cosmetics retail commodities at 47.0%, followed by medicines and medical supplies at 26.0%, food stands at 16.9%, cleansing products at 6.8%. It can be seen that cosmetics and heath care products of pharmaceutical and cosmetics retail channels has business opportunities close to RMB 100 billion.
- B. Beauty SPA industry development
The origin of the word SPA derives from “Solus Por Aqua,” meaning getting healthy through water. According to the definition by the International SPA Association (ISPA), SPA is the betterment of the overall state of the body,
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mind, and soul through activities carried out by professional services. According to Mental Health doctor, Kuo-Hua Chen, of the Cathay General Hospital (Healthy life net, 2001), has proposed a definition for the new SPA term and concept as, “SPA treatment refers to the combined use of aromatic treatment and light and soft massages (water treatment and finger-pressed massage) under the space and environment that is free of stress (with the accompaniment of relaxing music), giving the modern people the space and time of reduced stress and relaxation.” SPA can be divided into many different types, including day SPA, destination SPA, hotel/resort SPA, home SPA, medical SPA, club SPA, mineral spring SPA, cruise ship SPA, and so on. Among which, day SPA is currently the most popular type globally, which is also the main development for the SPA industry in Taiwan and China.
According to the Global SPA and Wellness Economy Monitor report by Global Wellness Institute (GWI) in October 2018, the health economy in 2017 reached a global market of US$4.2 trillion. Among which, the SPA industry value has grown from US$77.5 billion in 2015 to US$93.6 billion in 2017, with an annual compound growth rate of 11.28%. Among this, the three major markets are Europe, Asia Pacific and North America region, with an industry value of US$33.3 billion, US$26.5 billion and US$22.9 billion, respectively. Asia Pacific is the fastest growing region among the three. From 2015 to 2017, its annual compound growth rate was 11.28%. On the other hand, the Africa region has the fastest growth among the regions due to its low base period, its annual compound growth rate was 20.60% from 2015 to 2017.
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2018 Global Health and Wellness Industry Economy
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Data Source: Global SPA and Wellness Economy Monitor -GWI (October,2018)
Growth Trend of the SPA Industry in 2018 by Region
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Data Source: Global SPA and Wellness Economy Monitor -GWI(October,2018) Among the SPA industry in the Asia Pacific region, China is the largest single market. In 2017, it has created an US$8.24 billion market. It is followed by Japan at US$57.2 billion and India at US$21.3 billion. Taiwan is the 10th largest market in the Asia Pacific region, with a market of US$5.85 billion, which is lower than that of South Korea, Hong Kong, Thailand, Vietnam, etc for the
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nearby countries. In terms of population and economic scale, there is still room for growth for the SPA industry in Taiwan.
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- Connections between upper, middle and downstream parts of the industry
The main business of the Company now is direct and franchise services for facial and body products and SPA packages, cosmetic products R&D, manufacturing and sales, is the middle stream of the beauty and SPA industry. From the viewpoint of beauty and SPA industry, the upstream consists mainly of raw materials, packaging materials and semi-finished products suppliers. The middle stream consists of cosmetic products R&D, manufacturing, sales and treatment service packages, operations and so on. The lower stream consists of consumers of different types of age groups. The relationships among the upstream, middle stream and lower stream are as follow:
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Upstrea
m
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Middle stream
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Down
stream
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Raw materials, materials, packaging materials, semi-finished product supplier Cosmetic and skin care products R&D, manufacturing, sales Beauty and skin care, Body and skin care franchise stores Consumers of all age groups
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3. Development trends for products
The beauty industry is orienting towards chain store and franchise, thus, it is certain of large scale development. The Company has since 2010 received the annual grand award for “Top Ten Outstanding Franchise Enterprises” from the China Cosmetics Industry. In 2011, it received the title of “Guangzhou Province Most Influential Chain Institution of the Beauty and Cosmetics Industry” and China’s “Most Satisfactory Product Quality Brand by Consumers.” In 2013, it received the title of “Guangzhou Province Excellent Franchise Headquarters” and Taiwan’s GSP Excellent Store Mark. In 2014, received the Golden Peak Award for the “Top Ten Outstanding International Corporations,” received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product Quality Brand by Consumers.” In 2015, the Republic of China Fine Manufacturer Association, Gold award. In 2017, has won the “Gold Medal” and “Special Awards” in the 47th Exhibition of Inventions Geneva in 2019, proving that the Company’s product quality in “Consumers’ Satisfaction” Gold award. These awards demonstrate the efforts the Company has invested to ensure increasing product and service quality, and maintenance. On the other hand, in the aspects of nourishing talents, the Company has in 2011 and 2014 received the silver award from the Taiwan TrainQuali System. In 2016, it received gold award from the Taiwan TrainQuali System. And in 2017, received the National Brand Yushan Award – best product category. These aid the future expansion and growth of the Company.
The professional division of work for this industry is changing with the changes in service industry for work break down and professionalism, traditional beauty and hair stores are deemed to gradually disappear in the future. Businesses prepare to make professional in-depth developments for every division area of the beauty and hair services, there will be finer division of service items in the market gradually and this will aid professional facial and body care businesses to increase their customer groups, leading to revenue growth.
The Company’s R&D upheld the spirit of “safety, effective, innovative,” developed result-yielding skin care products suitable for Asian females. Currently, the Company’s products direction is as follows:
-
A. facial and body products categories
-
(A) Key demand for product “Delays aging, tightens skin:”
Aging is a natural phenomenon, and the Company is committed to looking for methods to delay signs of aging and keeping the skin youthful. Aging as the key topic for R&D, the Company has developed a series of anti-
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aging products, tested many types of anti-aging raw materials – polypeptide, stem cells, natural plant extract and so on, R&D and tested various types of combination of the raw materials to identify its advantages. After many experiments, the formula proportion is controlled at a combination that is safe and effective, entered skin testing before the product is released into the market, to ensure the product’s effectiveness and safety.
- (B) The results of enhancing the “In-store Professional Treatment Package:”
The Company is an international professional beauty chain enterprise, has over 660 beauty and SPA stores in Taiwan and Mainland China. To strengthen the effects of “professional skin care,” the product R&D, besides “personal skin care products,” has also developed supplementing equipment and SPA techniques for in-store use, to add to the “SPA professional care products” for complementary use and through the beauty technician’s SPA hand techniques, to achieve the purpose of delaying aging.
- (C) Provide a full range of all-purpose skin care products:
Provides complete skin care for customers of different skin types to give customers the best results. Products covered by the Company:
- a. Beauty and personal care products
Personal skin care products provide each customer with basic skin care at home, to achieve complete care for the whole day. The personal skin care products developed by the Company is based on this demand “delays aging and tightens skin,” and continuous R&D to deliver new product series addressing the needs of different types of skin for suitable cleansing, tightening, repairing, revitalizing, and brightening functions.
- b. SPA skin care products:
The product is the key, along with supporting equipment and the beauty technician’s SPA technique, will allow the product to develop its potential effects to the fullest and through the one-on-one professional skin care service by the beauty technician, can provide the customer with a customized beauty and care treatment package. It is expected this can achieve economically effective skin care results.
- B. Types of facial and body care packages
The Company is committed to caring for females, loving what females love, and integrating service, detail-oriented and safety with every detail aspects of SPA management. Besides using high quality, toxic-free, pollution-free,
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naturally extracted products, supplemented by equipment and specialized SPA techniques, designed and developed various types of facial and body care packages. Future trends of beauty service packages design are as follow:
- (A) Professional equipment to strengthen professional treatment service packages:
The beauty technician who has completed professional training and obtained license, will use equipment to understand the underlying layers of the skin and iris analysis to understand the state of one’s body and skin. These understanding helps in the selection of matching packages and products, with reference to the member’s past records of packages taken, can achieve long term care for the member’s health and beauty.
(B) Full body meridian care
Modern females mind the look of their body shape curve lines besides their facial appearance and care. High purity essential oil (without artificial contents) can be absorbed easily by the body, and combining Chinese meridian and western lymphatic hand techniques to clear the meridians, allows the deep tissue to relax, and the muscle tissue to smoothen blood circulation, eases the body and mind, achieving improvements to the curves, and increasing the confidence and charm of females.
- (C) Prevailing aroma care
Aromatic plants can help to reduce pain and discomfort during sickness. The Company has in recent years invested in the study of essential oils application in care service packages, in accordance with the requirements and symptoms of the customers, develop suitable and natural plant-based essential oils formula, along with mature techniques of the professional beauty technician, bring to the consumers a kind of release of the body, mind and soul. To date, it has already developed 10 kinds of Jourdeness complex essential oils. The Company’s beauty team consists of 10 beauty technicians with qualifications from UK’s IFA, USA’s NAHA International Aromatherapist License. In addition, for the purpose of nurturing more aromatherapists, the Company organized various aromatherapists training classes. This demonstrates the Company’s efforts in this area.
- Competition
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Mainland China’s Beauty and Hair franchise ratio is much lower. Therefore, the Company’s key competitors are non-franchise type management, such as the local beauty stores and individual beauty studios.
However, China’s franchise beauty industry is still for future development and Mainland China’s food and beverage industry has more than 40% ratio for franchise stores, which is lower when compared to the ratio in the beauty and hair industry in the developed countries such as Europe and America and so on at more than 50%. According to the research report by the Taiwan External Trade Development Council (TAITRA), mainland investors are still the primary investors in Mainland China’s beauty and hair industry. However, foreign investors have already entered the market and are active. The facial and body care industry is more active in Hong Kong, Taiwan, Korea, and other regions, which have joint investments and management companies with Mainland China’s business operators. Overall, besides the Company, CHLITINA, NATURAL BEAUTY, DECLÉOR, PALAISPA, AESTHETIC, SAMUN LISA, ISMILE, and so on brands, have a certain level of popularity in Mainland China, are key competitors to the Company for mainland China development.
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(III) Status of Technology, and Research and Development
-
Invested R&D Costs for recent fiscal year and until date of publication
| Year Item |
2018 | Quarter one in 2019 |
|---|---|---|
| R&DCosts | 29,356 | 6,565 |
| Consolidatednet operatingrevenue | 3,108,496 | 665,747 |
| Ratio of R&D costs to consolidated net operatingrevenue(%) |
0.94 | 0.99 |
2. Successful technology or product development
| Year | Developedproject orproduct |
|---|---|
| 2012 | Body series (Light cream, 3D slimming cream), lip balm, Renewal Energy Series (Renewal energy active essence, renewal energy youthful cream, renewal energy concentrate milk, renewal energy soothing mask), 24-hour gold revitalizing liquid, Pure Series (PURE beauty cream, PURE bath essence, PURE bath oil), Ravensara clean air spray, base oil (classic camellia nourishing oil, honey cranberry extract, lemon verbena skin care oil), Essential oil (Lime essential oil, Bergamot essential oil, Neroli oil, Juniperberry essential oil, Ravensara essential oil, Lavender essential oil, mint essential oil, rose essential oil), Essential oil blends (Jourdeness number 1 to 8 essential oil blends), beauty chest series (chest firming cream, chest tightening mask, chest golden extract), Nutrient massage cream (oily skin, dry skin, sensitive skin) |
| 2013 | Sunscreen Series (Ultra UV Defense Cream Touch-up Before Make-up, Ultra UV Defense Light Cream, Ultra Defense Oil-Free Base Milk); Body Series |
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| Year | Developedproject orproduct |
|---|---|
| (Body Exfoliating Gel, Skin Tightening Curve Cream, Body Whitening Mask, Dead Sea Highly Purifying Mineral Salt, Essential Oil Soothing Hot Pack); Ultimate Active Gold Extract (Ultimate Active Gold Extract Cleansing Lotion, Ultimate Effective Revitalizing Gold Extract Lotion, Ultimate Effect Revitalizing Gold Extract Hydrogel Essence, Ultimate Effective Revitalizing Gold Extract Nourishing Cream, Ultimate Effect Revitalizing Gold Extract 3D Stereo Mask, Ultimate Effect Revitalizing Gold Extract Water Mask, Ultimate Revitalizing Gold Extract, Ultimate Revitalizing Oil, Ultimate Revitalizing Ampoule); Cleansing Series (Complete 2-in-1 cleansing mousse, Complete Skin Cleansing Oil); Ultra-fine Whitening Series (Ultra-fine White Mask, Ultra-fine White Membrane Mask, Ultra-fine White Osmotic Milk, Ultra-fine Brightening Essence, Ultra-fine Whitening Lotion, Ultra-fine Whitening and Cleansing Mousse); Glacial Coral Series (Glacial Coral Purification Water, Glacial Coral Purification Milk, Glacial Coral Purification Ampoules, Glacial Coral Purification Conditioning Liquid, Glacial Coral Mineral Mud, Glacial Coral Pore Purification Cream); Essential Oil Series (Orange Essential Oil, Rosewood Essential Oil, Marjoram Essential Oil, Siberian Fir Essential Oil), Pure Shampoo, Blended Essential Oil (Jourdeness no. 10 Blended Essential Oil) |
|
| 2014 | Firming Face Cream Cleansing Series: Complete 2-in-1 cleansing mousse, Complete Skin Cleansing Oil Sunscreen series: Ultra UV Defense Cream Touch-up Before Make-up, Ultra UV Defense Light Cream, Ultra Defense Oil-Free Base Milk Active Gold Mask |
| 2015 | Three Diamonds Luxury Mask, DC Dragon Blood, Light-quick Ultimate Series, Hydrabio Extra Vitalizing Series |
| 2016 | Depuration Purifying Series, Complete Cleansing Series, Renewal Energy Series |
| 2017 | Crystal Radiance Series, Essential Oil Rolling Series, Extra-penetrating Water Mask, Medicago Sativa Activating Series, Shopping Mall Series, Eye Series, Body Series |
| 2018 | Hydrating Butterfly Eye Mask, Obsidian Firming Luxury Eye Cream, Sandalwood oil, Plant Extract Hair Nourishing Lotion, Light Speed Effect Eye Essence, Lohas Soothing Body Oil, Firming Body Oil, Purify Soothing Body Oil, Sea Salt Bathing Series (Patchouli Vitality Bath Salt, Rosemary Energy Bath Salt, Lavender Soothing Bath Salt, Soothing Floral Bath Ball Series (Sunflower, Camellia, Earl Grey, Lavender, Lime Bamboo Extract), Happy Pomelo Encounter Essential Oil, Extra-penetrating Firming Series (Extra-penetrating Muscle Firming Cleansing Lotion, Extra-penetrating Muscle Firming Lotion, Extra-penetrating Muscle Firming Essence, Extra- penetrating Muscle Firming Milk, Extra-penetrating Muscle Firming Cream, Extra-penetrating muscle Firming Oil). |
| 2019 | Tea Tree Oil, BA-5 Muscle Firming Diamond Powder Mask, Super Firm V- Face Cream (Upgraded Version), BA-5 Intensive Anti-aging Liquid, Relax Essential Oil Series, Obsidian Aurora Mask, Obsidian Bounty Moist Essence Capsule, Make-up (Pixie-kiss Hydrating Lip Balm, Radiant Hydrating Lip Gloss), Protective series (Herbal Mosquito Repellent Spray, Anti-virus Wet |
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| Year | Developedproject orproduct |
|---|---|
| Wipes), Hand Cream Series (Iris Flower Moisturizing Hand Cream, Lavender Soothing Hand Cream, Cherry Leaf Brighten Hand Cream, Dragon Blood Essential Oil Beauty Hand Cream, Green Tea Extract (Polyphenol) Hand Cream), Dragon Blood’s Series products (Dragon Blood Essential Oil Beauty Handmade Soap, Dragon Blood Beauty Cleansing Oil), Dragon Blood Beauty Cleansing Mousse, Dragon Blood Beauty Lotion, Dragon Blood Firming Repair Mask, Dragon Blood Wake Up Essential Oil Rolling Ball, Dragon Blood Gromwell All-purpose Cream), Plant Care Products (Rose, Iris Moisturizing Lip Balm, Iris Flower Balm, Orange Blossom Balm, Lavender Balm, Lavender Soothing Lip Balm, Cherry Blossom Leaf Balm, Cherry Leaf Brightening Lip Balm, Green Tea Polyphenol Balm, Green Tea Polyphenol lip balm, tea tree oil control lotion, tea tree K acne essence), Rose Crystal Cleansing Mousse, Extra-hydrating Brightening Series (Extra-hydrating Brightening Lotion, Extra-hydrating Brightening Crystal Ball Essence, Extra- hydrating Brightening Emulsion, Extra-hydrating Brightening Day Cream, Extra-hydrating Brightening Night Cream |
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(IV) Short and long term business plan
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Short-term development plan
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A. Actively engaged in innovative R&D and industry-academic collaboration: Constant development of new products for market release. The R&D center develops new series products to meet the demands and fashion trends of the market, with the goal for whole new dosage forms, contents and products with better effects.
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B. Increased direct sales locations: Expands direct sales stores and raise the number of members and manages deep relationships with members. The Company has in 2018 focused on direct store expansion in Taiwan, Malaysia, and besides expansion of direct store locations and re-organization in mainland China, the Company has also greatly expanded franchise stores and regional brand agent as one of the main efforts.
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C. Raise product sales: The Company has since 2018 adjusted its management strategies, and raised the products sales proportion; In addition, through R&D of new products and its market release, and stimulating periodic sales, which fulfils the demands of broad consumers, thus, raise their purchase power towards these products.
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D. Develops multiple marketing and sales channels: In order to increase the proportion of product sales, and to increase number of members, the Company has since 2016 expanded a whole new channel, including e-commerce and physical stores, expanded new memberships to attract normal white-collar females by raising brand awareness, and joins with physical and virtual sales
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channels, with continuous sales results. In 2017, joined hands with Poya International, a beauty lifestyle sales channel, to develop a new management model called “light SPA,” to increase the proportion of members.
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E. Increases number of new members: Through collaboration with other types of businesses, offers guest experience programs to increase new members number; In addition, by caring for the health of females, and promotes VIP activities, can increase members’ attachment to the brand.
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Long-term development plan
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A. Continuous improvements of R&D center:
-
a. Oriented towards the development of natural and eco-friendly cosmetics, the R&D center already has a matured concept and technology. In future product developments, there is a need for cosmetic products with healing effects, and the selection of natural contents combining with organic contents as the direction for efforts to meet the demands for the functions.
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b. Evaluation of research projects and credibility of benefits certification combining with the expensive equipment already purchased, is sufficient for learning and application, and for continuous collaboration of productionsales-research. This encourages the development of exclusive patented ingredients and in collaboration with Japanese companies and research universities, this can raise the uniqueness of the Company’s products.
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c. Lipids carrier technology: Uses lipids carrier technology that is used in the coating of active ingredients in cosmetic products, optimal design for the formula and manufacturing parameters using experimental design methods, to allow more stability in the cosmetic and skin care products, leading to a product that is safer, with a deeper penetration into the skin, and better healing effects.
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d. Establish online R&D database, categorize the R&D results and information for the past years, for a more systematic online search method by formula, raw materials, and product related information.
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e. Plant tissue culture: Developed exclusive patented ingredients to increase the Company’s product uniqueness, through the cultivation of plant tissue fragments, obtaining secondary metabolites, using the plant as the “natural chemical plant” to create the substances that we need (alkaloids, glycosides, polyphenols, tannins, sterols).
-
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f. Establish a research and development online database, organize and classify the research and development results and information over the years. As an online inquiry database, you can systematically query formulas, raw materials and product related information.
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B. Company spirit and mission, “Safe, Assurance, Caring:” The Company has in 2011, won China’s National Product Quality Consumers Satisfactory Brand award. In 2013, has won Taiwan’s GSP Good Quality Service Store Certification. In 2014, received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product Quality Brand by Consumers,” “Quality Service Award for the Beauty Care Industry.” In 2015, has won the National Quality Gold medal award by the Republic of China’s Good Quality Business Association. Also won the 2017 Consumers Satisfaction Gold Quality Award.
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II. State of market and production and sales
(I) Market analysis
1. Sales region for main commodities (services)
Unit: NT$ in thousands: %
| Annual sales region |
2017 | 2017 | 2018 | 2018 | Quarter 1 in 2019 | Quarter 1 in 2019 |
|---|---|---|---|---|---|---|
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |
| Taiwan | 1,235,883 | 53.41 | 1,235,421 | 39.74 | 278,435 | 41.82 |
| China | 1,015,078 | 43.88 | 1,759,979 | 56.62 | 367,231 | 55.16 |
| Others (Note) |
62,559 | 2.71 | 113,096 | 3.64 | 20,081 | 3.02 |
| Total | 2,313,520 | 100.00 | 3,108,496 | 100.00 | 665,747 | 100.00 |
Note: Others refer to regions outside of Taiwan and china
2. Market share
The Company mainly through SPA physical stores conducts cosmetic products sales and beauty treatment service packages, source revenues include product sales and service packages. In terms of explanation for market proportion of the beauty and skin care products, according to the market research company Inkwood Research pointed out that the 2016 global cosmetics and skin care products market scale is US$4,32.68 billion, it is estimated that until 2026 the global beauty and personal care market will reach US$566.59 billion, for calculation based on the revenues of Jourdeness Group, the 2018 market share is small, showing the gigantic size of the beauty market.
3. Situation and growth of future market supply and demand
According to the Global SPA and Wellness Economy Monitor report by Global Wellness Institute (GWI) in October 2018, the health economy in 2017 reached a global market of US$4.2 trillion. Among which, the SPA industry value has grown from US$77.5 billion in 2015 to US$93.6 billion in 2017, with an annual compound growth rate of 9.9%. Among this, the three major markets are Europe, Asia Pacific, and North America region, with an industry value of US$33.3 billion, US$26.5 billion, and US$22.9 billion respectively. Asia Pacific is the fastest growing region among the three. From 2015 to 2017, its annual compound growth rate is 11.28%.
Among the SPA industry in the Asia Pacific region, China is the largest single market. In 2017, it has created an US$8.24 billion market. It is followed by Japan at US$57.2 billion and India at US$21.3 billion. Taiwan is the 10th
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largest market in the Asia Pacific region, with a market of US$5.85 billion, which is lower than that of South Korea, Hong Kong, Thailand, Vietnam, etc in the nearby countries. In terms of population and economic scale, there is still room for growth for the SPA industry in Taiwan.
4. Competitive niche
- A. Lead the layout and win the market lead.
The Company currently has more than 650 stores globally. The Company is in line with the Chinese health and care concept, using this as a starting point, combines with SPA hand techniques, and a soothing and relaxed quality environment, has succeeded in opening Jourdeness in Taiwan, Mainland China, becoming a well-known brand and obtaining a leading market position, and has continued to expand in other regions such as Malaysia, Canada, and Vietnamese so on. Going along with one line supply chain, a complete grasp of technology, product manufacturing, package design, service quality, standardize requests, systemized management model, has effectively lowered the operations cost and store opening threshold. All of these are main factors that allow the Company expand rapidly, and become one of the benchmark enterprise in the SPA beauty market in Taiwan and mainland China.
- B. Advantages of self-owned brand
The brands recognition and popularity of the franchise business is one of the important factors, besides influencing the willingness of franchisees to join, it will also influence the consumption willingness of the consumers. The Company has established an R&D manufacturing factory in Taiwan beside mainland Guangzhou Province. The products have won SNQ National Quality Seal, and multiple awards in Taiwan and Mainland China many times, as follows: since 2010 we have received the annual grand award for “Top Ten Outstanding Franchise Enterprises” from the China Cosmetics Industry. In 2011, received the title of “Guangzhou Province Most Influential Chain Institution of the Beauty and Cosmetics Industry” and China’s “Most Satisfactory Product Quality Brand by Consumers.” In 2012, was awarded “The Most Influential Enterprise for Beauty Care and Cosmetics Industry in Guangzhou Province.” In 2013, received the title of “Guangzhou Province Excellent Franchise Headquarters” and Taiwan’s GSP Excellent Store Mark. In 2014, received the Golden Peak Award for “Top Ten Outstanding International Corporations,” received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product Quality Brand by Consumers.” In 2015, the Republic of China Fine Manufacturer Association, Gold award. We have also won the 2017 Consumers
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Satisfaction Gold Quality Award. All of these demonstrate the Company’s efforts in the products’ quality and service quality improvements. Furthermore, in terms of talents nourishing, it has won the following awards: In 2011 and 2014 received silver award from the Taiwan TrainQuali System. In 2016, received gold award from the Taiwan TrainQuali System. Brand visibility and popularity will aid in future development.
C. A complete talent cultivation plan
Employees are the Company’s assets. Professional and institutionalized educational training, has established customer satisfaction and trust, quality training system, and has nurtured excellent manpower and professional talent training courses. The Company has invested large amount of manpower and training costs. There are a total of 25 professional educational training centers and beauty schools in each district selected for long term collaboration, to achieve the most effective training benefits. Besides touching on basic beauty theories and professional beauty techniques in the courses, we will also arrange different types of courses for different subjects, for example: Professional consulting management, customers relationship management, advanced training, etiquette, and so on. The guidance, assessment, and training courses cover three major services, enhancing the quality of the training courses. The Company has a systematic growth plan for employees of professional beauty care. There are three stages – base level beauty technicians, base level management associates, and upper middle level supervisors. 12 major types of courses are planned to achieve talent nurturing plan. Part of the training course also requires assessments and license exams. Different levels of beauty care employees have different salaries level, reward system is clearly defined, and there are promotion channels. Was awarded TTQS National Training Quality Silver and Gold Award by the Council of Labor Affairs, Executive Yuan in 2011, 2014, and 2016, obtained national level recognition.
In addition, for interested franchisee, the training courses will extend to cover store management, employee training, customer management, cost control, sales planning and so on, to enable the franchisee get on track quickly, and reduce management risks.
- D. Continuous production and quality control
The Company established an R&D base in Taiwan and mainland’s Guangzhou province factories, with units for materials analysis, quality
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inspection, research and development, skin quality testing, and so on. From product R&D, production manufacturing, quality management and packaging, to store sales, carried out using consistent production method, allows immediate control and effectively in control of the quality, to provide the customers stable products. On raw material control, besides exquisite selection of various effective ingredients and basis raw materials, it is deemed a requirement to commission SGS and so on, to conduct testing of raw materials, to ensure product safety and effects.
- E. Product development capabilities
The main source of technology for the Company is self-developed, all products manufactured mainly uses formulas researched and developed by the Company itself. The Company’s core product R&D is based on many years of product R&D know how, it seizes and utilizes various effective raw materials ingredients and standard raw materials in the market. Through formula research and manufacturing for suitable beauty and skin care products for the Asian skin, and close observation of the development trends and directions of the beauty industry, therefore, product and treatment courses are promoted continuously each year, to meet the demands of the consumers.
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Advantageous and disadvantageous factors and response measures for the development of the vision.
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A. Advantageous factors
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(A) Advantages of a self-owned brand
Jourdeness Group currently has more than 660 stores globally. The brand is the core of the Company, represents the value and trustworthiness of the Company. In consideration of consumers’ increasing concern on product safety, Jourdeness set up R&D manufacturing plants in the Mainland’s Guangzhou province and in Taiwan, with the goal of pursuing high quality cosmetic products,, and research and develop skin care products suitable to Oriental females, to enable broad consumers to be able to safely enjoy high quality and safe products while pursuing beauty.
The product has obtained ISO 22716, GMPC certificate, adopting international standards in its production technology and processes, strictly monitors every detail, maintains high quality production standards and produced specialized skin care products suitable for all types of skin. Among which, JCF Jourdeness Crystal all-purpose lotion, has won the SNQ National Quality Seal. This demonstrates the Company’s quest for product quality and
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results, winning national level recognition and affirmation. The Company has constantly won awards in the China region for consecutive years, in 2011 and 2014, it has won China’s National Product Quality Consumers Satisfactory Brand award. In 2013, has won China’s High Quality Franchiser and Taiwan’s GSP Good Quality Service Store Certification. Was awarded the 2014 The Consumers’ Most Trusted Brand, Consumers Product Quality Satisfactory Brand, Facial and Hair Industry Best Quality Service Brand. It In 2015, has won the National Quality Gold medal award by the Republic of China’s Good Quality Business Association. Also won the 2017 Consumers Satisfaction Gold Quality Award. This shows the recognition and attention to the Company’s brand. Will continue its efforts in product raw materials inspection, certification, no heavy metals and plasticizer, and obtaining organic land certification, EU International Eco-Center Certification in the future, to give its members “safety, trust, and care” in products and service. This demonstrates the Company’s efforts and priority in improving the product quality and service and care.
(B) Continuous production and quality control
The Company established research and development bases in Taiwan and mainland Guangzhou province factories, crosses R&D manufacturing, establishes materials analysis, quality inspection, R&D centers, skin quality testing, and so on departments. From raw materials entering the plant for inspection, product R&D development, to large volume production, carried out using consistent production method, allows immediate control and effectively in control of the quality, to provide customers highest quality skin care products.
(C) Professional technician talent training
Each of the professional beauty technician of the Company is carefully selected and undergoes rigorous training, the Company’s educational training goes along with career planning. The intensive training of the elite education team, will continue to bring in the latest beauty information and technology, to ensure continuous updates to the knowledge and techniques of the whole technical team. Each of the Company’s beauty technician went through the Company’s complete beauty training plans, from basic theory to technology, individual etiquette training, education consulting, client management, to overall career planning. A complete educational training system, which has been awarded TTQS National Training Quality Silver and
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Gold Award by the Council of Labor Affairs, Executive Yuan in 2011, 2014, and 2016, obtained national level recognition.
(D) Product development capabilities
The main source of technology for the Company is self-developed, all products manufactured mainly uses formulas researched and developed by the Company itself. The Company’s core product R&D is based on many years of product R&D know how, in seizing and utilizing various effective raw materials ingredients and standard raw materials in the market. Through formula research and manufacturing for suitable beauty and skin care products for the Asian skin, and close observation of the development trends and directions of the beauty industry, therefore, product and treatment courses are promoted continuously each year, to meet the demands of the consumers.
B. Disadvantageous factors
(A) Franchise chain business management
The Company currently has about 350 franchise stores, among which Mainland China still goes by mainly the franchise model. There are possible situations where the franchise stores are not able to follow completely the franchise management system for execution, due to distances that restricted the spread of information and frequency of auditing franchise management. There is a need to establish a complete management system and educational system, and through non-regular routine audits to strengthen franchise management, by strengthening the stability of service quality, to avoid resulting in any negative impacts to the Company’s brand image.
Response measures
To avoid competition among franchise stores, when the Company is selecting the franchisee, one of the factors considered is the business district scope. The Company will also clearly layout the regulations for both parties’ rights and obligations, monitoring, training and business guidance, and the franchisee must sign agreements for franchise contracts, franchise management regulations and sales contract. A franchise management institute is also established in China, besides managing the franchisees and providing related services, there are also patrolling staff, through patrol and audits to maintain various management mechanism execution by the franchisee. In addition, from May 2016, adjusted the operating strategies of Mainland China, to encourage franchise stores to transit to direct store
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management system, adopting the operating strategies led by direct management. This will aid in the enhancement of franchise management efficiency.
(B) Changes in Beauty Technicians
The beauty technician is an important human resource for the facial and body care industry, the training courses include etiquette, beauty care basic control, advance beauty techniques, furthermore, there are also skin quality tests, iris analysis consultation, and so on, professional equipment control. However, the characteristics of the beauty industry is it requires a long time to provide the service, which may cause the turnover rate of the employees due to long time and physical burden, or may result in uneven beauty technician service. Established a complete education system to maintain service quality by beauty technician.
Response measures
Beauty technicians are important human resource in the facial and body care industry. The Company establishes educational training centers, formulates a series of educational trainings, establishes a systematic nurturing plan for the different professional beauty employees, contents cover beauty reasoning, product knowledge, soft hand techniques, equipment control, from the basic theories to professional technology, personal etiquette training, educational consulting, client management and so on. There are three stages – base level beauty technicians, base level management associates, and upper middle level supervisors. 12 major types of courses are planned to achieve a talent nurturing plan. The education system was awarded TTQS National Training Quality Silver and Gold Award by the Council of Labor Affairs, Executive Yuan, winning national level recognition. It has also won the GSP (Good Service Practice) excellent store mark, and the education system is effectively established and implemented.
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(II) Important usage and manufacturing processes of key products
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Important usage of products
The Company’s main products are facial and body products and care packages, research and development for skin care products that are suitable for Oriental women skin type. It is a goal to let consumers enjoy high quality and safe products as they pursue beauty. Facial and body care treatment packages are delivered through the professional hand techniques and equipment to support the products for its effects to be better absorbed. Specialized beauty technicians will
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help members to plan and suggest suitable beauty and care treatments, to achieve its outcome.
2. Manufacturing processes of products
The Company’s main facial and body products can be categorized into eight types, namely, water-based, cream, lotion, oil-based, mask, cleansing, essence, sunblock. Examples of the manufacturing processes for liquid-based and emulsionbased products are as follow:
Manufacturing processes for liquids:
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Manufacturing processes for milk based liquids:
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(III)State of supply for main ingredients
| (III) State of supplyfor main ingredients | ||
|---|---|---|
| Main ingredients | Mainsuppliers | State ofsupply |
| Lavender EO | TopRhyme | Good |
| BActiveMix-5 | FBX | Good |
| RepairComplexCLR PF | Tanmer | Good |
| RosewoodEO | EssencePlus | Good |
| ScutellariaAO | THB(Taiwan) | Good |
| Octyldodecyl Myristate | ELGIN(Chongqing) | Good |
| CetiolCC | BASF | Good |
| OrganicBergamotEO | Yu-Rong Chang | Good |
| Macadamianut oil | THB(Guangzhou) | Good |
| Argireline C | Tuugo | Good |
(IV) Main sales and inventory customers name list
- The name and proportion of clients with procurement that accounts for 10% and above of
the total amount, in any of the years over the recent two years, and explanation of the reasons for the changes:
The Company’s suppliers are dispersed, in the recent two years and until the latest period, there have not been any situations where the same supplier accounts for 10% and above of the procurement amount.
- In any year during the recent two years, the name and proportion of clients with sales that account for 10% and above of the total amount, and explanation of the reasons for the changes:
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The Company’s sales customers are dispersed, in the recent two years and until the latest period, there have not been any situation where the same customer’s procurement accounts for 10% and above of the sales amount.
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(V) Table for value and volume for production in the recent two years
- (1) Semi-finished production line
Unit: Kg/NT$ in thousands
| Year Main commodities |
2017 | 2017 | 2017 | 2017 | 2018 | 2018 | 2018 | 2018 |
|---|---|---|---|---|---|---|---|---|
| Producti on |
Capacity utilization |
Production volume |
Producti on value |
Productio n |
Capacity utilizatio n |
Production volume |
Productio n value |
|
| Cleansing type | 83,000 | 22.99% |
19,080 | 6,404 | 60,000 | 28.25% | 16,952 |
6,155 |
| Sunblocktype | 1,000 | 27.70% | 297 | 377 | 1,000 | 19.80% | 198 | 227 |
| Masktype | 240,000 | 17.98% | 43,161 | 25,219 | 102,000 | 23.58% | 24,057 | 16,607 |
| Essence type | 74,000 | 17.30% | 12,798 | 9,700 | 61,000 | 24.26% | 14,797 | 13,857 |
| Water-based type | 38,000 | 26.22% | 9,963 | 5,287 | 47,000 | 25.29% | 11,886 | 4,733 |
| Oil-based type | 55,000 | 31.72% | 17,446 | 21,714 | 91,000 | 26.09% | 23,746 | 26,769 |
| Cream-based type | 21,000 |
41.69% |
8,756 | 9,303 | 13,000 | 39.58% | 5,145 |
6,402 |
| Emulsion gel type |
81,000 | 22.86% |
18,518 | 12,359 | 54,000 | 26.57% | 14,349 |
8,146 |
| Others | 50 | 32.00% | 16 | 44 | 1,000 | 29.30% | 293 | 789 |
| Total | 593,050 | 130,035 | 90,407 | 430,000 | 111,423 | 83,685 |
(2) Product packaging line
Unit: PCS/NT$ in thousands
| Unit: PCS/NT$ in thousands | Unit: PCS/NT$ in thousands | Unit: PCS/NT$ in thousands | Unit: PCS/NT$ in thousands | |||||
|---|---|---|---|---|---|---|---|---|
| Year Main commodities |
2017 | 2018 | ||||||
| Production | Capacity utilization |
Production volume |
Production value |
Production | Capacity utilization |
Production volume |
Productio n value |
|
| Cleansing type | 400,000 | 57.52% |
230,090 | 21,299 | 540,000 | 64.13% | 346,293 |
548,431 |
| Sunblocktype | 26,000 | 61.27% | 15,930 | 1,658 | 34,000 | 73.82% | 25,100 | 3,197 |
| Masktype | 1,950,000 | 55.64% | 1,085,056 | 47,630 | 980,000 | 48.48% | 475,109 | 34,558 |
| Essence type | 834,000 | 56.12% | 468,043 | 33,530 | 706,000 | 46.20% | 326,162 | 32,566 |
| Water-based type | 141,000 | 59.43% | 83,790 | 12,702 | 196,000 | 46.30% | 90,751 | 12,091 |
| Oil-based type | 440,000 | 57.95% | 254,991 | 37,334 | 769,000 | 48.48% | 372,820 | 57,051 |
| Cream-based type | 403,000 | 54.25% | 218,618 | 22,635 | 187,000 | 48.94% | 91,518 | 13,767 |
| Emulsiongeltype | 289,000 | 56.31% | 162,723 | 22,628 | 280,000 | 52.06% | 145,762 | 20,206 |
| Giftboxtype | 86,000 | 61.53% | 52,919 | 11,413 | 58,000 | 73.36% | 42,548 | 536,665 |
| Others | 994,000 | 60.92% | 605,506 | 33,587 | 508,000 | 71.95% | 365,509 | 21,224 |
| Changes (increase/reduce) Total |
5,563,000 | 3,177,666 | 244,416 | 4,258,000 | 2,281,572 | 1,279,756 |
Reason for changes
Production value is lesser in 2018 as compared to 2017, due to e-commerce development for masks, essence and oil-based type products which are affordable goods, even though the sales volume increased and production value decreased slightly as compared to the same period in the previous year.
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(VII) Table for sales volume in the recent two years
Unit: PCS; NT$ in thousands
| Sales year Amount & Quality Main commodities |
2017 |
2017 |
2017 |
2017 |
2017 |
2017 |
2018 | 2018 | 2018 | 2018 | 2018 | 2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Taiwan | China | Others | Taiwan | China | Others | |||||||
| Amount | Quality | Amount | Quality | Amount | Quality | Amount t | Quality | Amount | Quality | Amount | Quality | |
| Facial care products |
1,086,211 |
599,790 |
1,780,733 | 507,271 |
68,578 | 29,204 | 610,105 | 606,171 | 504,500 | 612,686 |
30,676 | 36,863 |
| facial and body carepackages |
731,218 |
618,373 |
587,900 |
485,343 |
37,172 | 33,355 | 772,069 | 615,295 | 742,564 | 1,128,637 | 65,444 | 76,233 |
| Others(Note 1) | 0 | 17,720 |
0 |
22,464 |
0 | 0 | 0 | 13,955 | 0 | 18,656 |
0 | 0 |
| Total | 1,817,429 | 1,235,883 | 2,368,633 | 1,015,078 | 105,750 | 62,559 | 1,385,174 | 1,235,421 | 1,247,064 | 1,759,979 | 96,120 | 113,096 |
Note 1: other income from supporting services and royalties income, and so on.
III. Employees information for the recent two year and up to date of publication of annual report.
| Year | 2017 | 2018 | 2019.05.31 | |
|---|---|---|---|---|
| Numbe of employ ees |
Management team |
140 | 138 | 147 |
| Ordinary staff | 526 | 472 | 509 | |
| Productionstaff | 1,664 | 1,661 | 1,731 | |
| Total | 2,330 | 2,271 | 2,387 | |
| Average age | 30.00 | 30.00 | 30.03 | |
| Average years ofseniority | 4.12 | 4.12 | 4.74 | |
| Educati on Distribu tion Ratio |
Doctors | 0.04 | 0.00 | 0.00 |
| Masters | 0.94 | 2.60 | 2.72 | |
| College | 33.65 | 33.42 | 32.26 | |
| High School | 40.69 | 39.28 | 37.79 | |
| Below High School | 24.68 | 24.70 | 27.23 | |
| Total | 100.00 | 100.00 | 100.00 |
IV. Information for environmental management expenses
- According to the laws, it is mandatory to apply for polluted facilities set-up permit license, pollution release permit license, to pay for pollution prevention fees, or set-up a dedicated environmental unit. Explanation of its application, payment, or set-up:
The Company’s subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. in Mainland China, has already obtained the “Guangzhou Province Pollution Release Permit License” issued by the Guangzhou Provincial Department of Ecological Environment, and has paid related pollution release fees. There are no occurrences of major violations of related environmental laws that resulted in serious negative impacts to the Company’s finance and businesses.
For the main subsidiary of the Company in the Taiwan region, Bio-Jourdeness International Group Co., Ltd., the Company has already obtained “Stationary Pollution
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Source Installation Permit,” “Stationary Pollution Source Operating Permit,” “Water pollution prevention permit,” and “Toxic Chemical Substances Approval Document,” issued by the Environmental Protection Bureau, Taichung City. Its pollution prevention fees are explained as below:
| Pollutionprevention fees | Status ofpayment |
|---|---|
| Air Pollution Control Fee Rates for StationarySources |
As of date of publication, if it has not met the deduction requirement, nopayment is needed |
| Water Pollution Control Fee Rates |
Built independent water disposal system for management by the industrial park, and make regularpayment for the management fee. |
| Wastes (Include toxic wastes) | Regular handling and disposal of wastes by entering into formal agreement with waste disposal companies approved by the Environment Protection Agency. |
-
Investments of main equipment for environmental pollution control and other usage, and possible benefits:
-
For the recent two years and until the publication date of the annual report, the processes of which the Company improves environmental pollution; for any pollution disputes matters, shall explain the handling process: None.
-
For the recent two years and until the publication date of the annual report, the Company has made losses (including compensation) due to environmental pollution, total penalty amount and disclosure of future countermeasures (including improvement measures) and possible expenses (including possible losses from countermeasures not yet taken, estimated amount for penalty and compensation. If it cannot be reasonably estimated, shall explain the reasons for it: None.
-
Current pollution status and its improvements that will influence the Company’s earnings, competitive status and capital expenditures, and the estimated major environmental capital expenditures for the coming two years: None.
V. Labor Relations
-
The implementation status of the Company’s employee benefits, advanced study, training, and retirement system, labor relations coordination and various employee rights maintenance measures
-
(1)Employee Benefits Measures:
129
The Company’s main operations locations are Taiwan and mainland China, its employees benefits measures are according to provisions of various laws, in addition, further benefits such as employee advance study plan, organization of culture and health activities, regular check-ups, and so on are provided.
(2)Advanced Training
The Company places an important focus on talent nurturing, in addition to professional educational training before starting work, the Company has for beauty service personnel, formulated a nurturing training plan, professional techniques advance training. On the other hand, for regular staff, the Company provides regular or non-regular professional new knowledge promotion, training or engages external speakers to conduct professional training courses and arranges specific external courses or professional techniques seminars, to raise the employees’ professional quality and techniques through various types of training.
(3)Status of Retirement System and Implementation:
The Company’s subsidiary in Mainland China, has in accordance with local regulations distributed monthly to local social insurance departments for payment of employee retirement fund, basic social insurance, etc.
The Company’s subsidiary in Taiwan, has in addition to the Labor Insurance Act makes retirement payment, in accordance with Labor Standards Act and Labor Pension Act, and Workers’ Retirement Fund regulation, distributes a fixed proportion of the monthly salary to the Workers’ Retirement Fund each month, which are deposited in a special account in the Bank of Taiwan or a personal pension account with the Bureau of Labor Insurance. Employees retirement payment regulation is handled in accordance with Chapter six of the Labor Standards Act or Workers’ Retirement Fund regulation. The Company’s employees as a whole are eligible for the Workers’ Retirement New Scheme, according to the new regulation, the Company will distribute 6% of the individual employee’s salary and deposit it to the personal pension account with the Bureau of Labor Insurance. If the worker voluntarily pays for the amount, it should be deposited in the same account.
(4)Status of Measures for Labor Coordination and Employee Rights:
The Company has always placed an emphasis on the employees’ rights, in addition to the related work rule established by the law, the Company has already clearly defined the different methods for employees to provide feedback comments via meetings, emails, or mailboxes. Labor relations communications have been
130
smooth, and until the publication date of the annual report, there have not been any major labor disputes that have happened.
- In the recent two years and until the publication date of the annual report, the Company’s losses due to labor disputes and disclosure of estimated amount and countermeasures for current and possible future disputes. If it cannot be reasonably estimated, shall explain the facts for it: None
VI. Important Contracts
Current supply/sales contracts that are still valid and existing, and those nearing expiration in recent year, technical collaboration contracts, construction contracts, long-term borrowing contracts and other important contracts that are sufficient to influence the rights of investors:
-
(I) JOURDENESS GROUP LIMITED: None
-
(II) Bio-Jourdeness International Group Co., Ltd.
| Nature of Contract |
Party | Contract start date |
Key Contents | Restric tive covena nts |
|---|---|---|---|---|
| Procurement Contract |
REVIVRE ITALIA SPA |
2013/01/13~ 2023/01/12 |
Jourdeness International DistributorContract |
None |
| Finance Contract |
Mega International Commercial Bank Co.,Ltd. |
2018/10/20~ 2019/10/19 |
Comprehensive Credit Line Agreement |
Finance Contract |
| Finance Contract |
Land Bank Of Taiwan Co., Ltd. |
2019/05/07~ 5 years and 7 years |
Comprehensive Credit Line Agreement |
Finance Contract |
| Finance Contract |
E.Sun International Bank |
2018/12/14~ 2019/12/14 |
Comprehensive Credit LineAgreement |
Finance Contract |
| Finance Contract |
Cathay United Bank CompanyLimited |
2019/4/12~ 2023/4/12 |
Comprehensive Credit LineAgreement |
Finance Contract |
| Trademark Usage Licensing Contract |
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
2013/07/07~ 2023/07/06 |
Trademark Usage Licensing Contract, Contract number 2064000 |
Trademar k Usage Licensin g Contract |
| Trademark Usage Licensing Contract |
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
2013/08/07~ 2023/08/06 |
Trademark Usage Licensing Contract, Contract number 3230565 |
Trademar k Usage Licensin g Contract |
| Trademark Usage Licensing Contract |
Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
2013/07/07~ 2023/07/06 |
Trademark Usage Licensing Contract, Contract number 2064000 |
Trademar k Usage Licensin g Contract |
| Trademark Usage |
Jourdeness (Guangzhou) |
2013/08/07~ 2023/08/06 |
Trademark Usage Licensing Contract, |
Trademar k Usage |
131
| Nature of Contract |
Party | Contract start date |
Key Contents | Restric tive covena nts |
|---|---|---|---|---|
| Licensing Contract |
Cosmetics Co., Ltd. | Contract number 3230565 | Licensin g Contract |
|
| Sales Contract | JOURDENESS CANADA ENTERPRISES INC. |
2014/05/01~ 2020/04/30 |
Regional Distributor (Distribute the products of Jourdeness International) |
None |
(III) Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.
| Nature of Contract |
Party | Contract start date |
Key Contents | Restric tive covena nts |
|---|---|---|---|---|
| Trademark Usage Licensing Contract |
Bio-Jourdeness International Group Co., Ltd. |
2013/07/07~ 2023/07/06 |
Trademark Usage Licensing Contract, Contract number 2064000 |
None |
| Trademark Usage Licensing Contract |
Bio-Jourdeness International Group Co., Ltd. |
2013/08/07~ 2023/08/06 |
Trademark Usage Licensing Contract, Contract number 3230565 |
None |
| Brand promotion agreement |
Jourdeness (Guangzhou) Cosmetics Co.,Ltd. |
2018/07/01~ 2023/06/30 |
Collects product sales and brand promotion services fees |
None |
(IV) Jourdeness (Guangzhou) Cosmetics Co., Ltd.
| Nature of Contract |
Party | Contract start date |
Key Contents | Restric tive covena nts |
|---|---|---|---|---|
| Trademark Usage Licensing Contract |
Bio-Jourdeness International Group Co., Ltd. |
2013/07/07~ 2023/07/06 |
Trademark Usage Licensing Contract, Contract number 2064000 |
None |
| Trademark Usage Licensing Contract |
Bio-Jourdeness International Group Co., Ltd. |
2013/08/07~ 2023/08/06 |
Trademark Usage Licensing Contract, Contract number 3230565 |
None |
| Brand promotion agreement |
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., |
2018/07/01~ 2023/06/30 |
Collects product sales and brand promotion services fees |
None |
132
| Ltd.Shanghai Branch, Chengdu Jourdeness Enterprise Management Consulting Co., Ltd., Changsha Jourdeness Enterprise Management Consulting Co.,Ltd. |
||||
|---|---|---|---|---|
| Finance Contract |
E.Sun International (China)Bank |
2019/03/13~ 2021/03/13 |
Comprehensive Credit Line Agreement |
Finance Contract |
133
VI. FINANCIAL STATUS
I. Condensed Financial Data of the Recent Five Years
-
(I) Condensed Balance Sheet and Comprehensive Income Statement
-
Condensed Balance Sheet – Prepared in accordance with the International Financial Reporting Standard (IFRS)：
| Year Item |
Year Item |
Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Prior Year Until March 31st, 2019, Financial Data (Note 2) |
|---|---|---|---|---|---|---|---|
| 2014 | 2015 | 2016 | 2017 | 2018 | |||
| Current Assets | 1,374,878 | 1,856,045 | 1,288,393 | 1,489,574 | 2,195,963 | 2,161,442 | |
| Real Property, Plant and Equipment |
990,283 | 999,457 |
1,648,899 | 1,750,652 | 1,869,399 | 1,857,808 |
|
| Intangible Assets | 15,366 | 12,706 | 348,246 | 863,166 | 866,108 | 862,488 | |
| Other Assets | 372,628 | 491,536 | 740,190 | 977,812 | 1,067,311 | 2,139,473 |
|
| Total Assets | 2,753,155 | 3,359,744 | 4,025,728 | 5,081,204 | 5,998,781 | 7,021,211 |
|
| Current Liabilities |
1,882,689 | 1,739,643 | 2,390,152 | 3,142,582 | 2,801,036 | 2,801,036 | 3,145,505 |
| 2,037,461 | 2,031,992 | 2,604,193 | 2,989,858 | 2,526,537 | 2,526,537 | Not yet distributed |
|
| Non-Current Liabilities | 77,997 | 83,017 | 164,394 | 474,473 | 1,334,665 | 1,901,685 | |
| Total Liabilities |
1,960,686 | 1,822,660 | 2,554,546 | 3,617,055 | 4,135,701 | 4,135,701 | 5,047,190 |
| 2,115,458 | 2,115,009 | 2,768,587 | 3,464,331 | 3,861,202 | 3,861,202 | Not yet distributed |
|
| Equity Attributable to Shareholders of the Parent Company |
792,469 | 1,537,084 | 1,471,182 | 1,464,149 | 1,863,080 | 1,974,021 |
|
| Capital Stock | 515,907 | 584,697 | 611,547 | 611,547 | 609,997 | 609,997 | |
| Capital reserv | e | (64,226) | 442,938 | 640,878 | 646,702 | 660,696 | 660,696 |
| Retained Earnings |
268,926 | 453,792 | 445,524 |
411,542 | 785,928 | 785,928 | 854,491 |
| 114,154 | 161,443 | 231,483 |
258,818 | 511,429 | 511,429 | Not yet distributed |
|
| Other Rights | 71,862 | 55,657 |
(226,767) | (205,642) | (193,541) | (151,163) | |
| Treasury Stock | - | - |
- | - | - | - |
|
| Non-controlling rights | - | - |
- | - | - | - |
|
| Rights Total |
792,469 | 1,537,084 | 1,471,182 | 1,464,149 | 1,863,080 | 1,863,080 | 1,974,021 |
| 637,697 | 1,244,735 | 1,257,141 | 1,311,425 | 1,588,581 | 1,588,581 | Not yet distributed |
Note 1: Consolidated financial report of the condensed balance sheet data for 2013 to 2014 and for 2015 to 2017 that is audited by the independent auditor.
Note 2: The consolidated financial report of the condensed balance sheet data for Quarter 1 of 2018 that is audited by the independent auditor.
Note 3: The above-mentioned number after distribution, should be listed based on the situation according to the annual general meeting in the next year.
134
- 14.Condensed Statement of Comprehensive Income – Prepared in accordance with International Financial Reporting Standard (IFRS):
| Year Item |
Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | Financial Data of the Recent Five Years (Note 1) | 2019 Quarter one |
|---|---|---|---|---|---|---|
| 2014 | 2015 | 2016 | 2017 | 2018 | ||
| Operatingincome | 1,564,594 | 1,736,676 | 1,834,929 | 2,313,520 | 3,108,496 | 665,747 |
| Operatingmargin | 1,100,813 | 1,176,392 | 1,255,130 | 1,645,003 | 2,387,226 | 499,325 |
| OperationsIncome | 392,699 | 426,005 | 328,520 | 218,466 | 700,691 | 97,577 |
| Non-operating Income andExpenses |
(189) | 32,318 | 23,769 | 16,478 | 20,070 |
(3,748) |
| Profit Before Tax | 392,510 | 458,323 | 352,289 |
234,944 | 720,761 |
93,829 |
| Continuing Business Unit NetIncome |
272,317 | 341,908 | 272,230 |
182,402 | 527,525 |
68,563 |
| Losses of suspended business unit |
- | - | - | - | - |
- |
| NetIncome (loss) | 272,317 | 341,908 | 272,230 | 182,402 | 527,525 |
68,563 |
| Other Comprehensive Income for the Year, Net of IncomeTax |
57,560 | (18,074) |
(55,123) | (10,441) | (29,568) |
35,673 |
| Total Comprehensive IncomefortheYear |
329,877 | 323,834 | 217,107 |
171,961 | 497,957 |
104,236 |
| Net Income (Loss) Attributable to: Owners of the parent company |
272,317 | 341,908 | 272,230 |
182,402 | 527,525 |
68,563 |
| Net Income (Loss) Attributable to Non- controlling interests Rights |
- | - | - | - | - |
- |
| Total Comprehensive Income (Loss) Attributable to Shareholders of the Parent Company: |
329,877 | 323,834 | 217,107 |
171,961 | 497,957 |
104,236 |
| Total Comprehensive Income (Loss) Attributable to Non- controllingInterests: |
- | - | - | - | - |
- |
| Earningsper share | 5.28 | 6.45 |
4.66 |
3.12 | 9.02 |
1.17 |
-
Note 1: Consolidated financial report of the condensed balance sheet data for 2014 and for 2015 to 2018 that is audited by the independent auditor.
-
Note 2: The consolidated financial report of the condensed balance sheet data for Quarter 1 of 2019 that is audited by the independent auditor.
15.Auditors’ Opinions for the Recent Five Years
135
| Year | CPA Firm | Name of IndependentAuditor |
Audit Comments |
|---|---|---|---|
| 2013 | PWC Taiwan | Ming-Ching Yang, Wen-Kuan Hsu |
Modified Unqualified Audit Opinion (Note2) |
| 2014 | PWC Taiwan | Ming-Ching Yang, Wen-Kuan Hsu |
Modified Unqualified Audit Opinion (Note2) |
| 2015 | PWC Taiwan | Ming-Ching Yang, Wen-Kuan Hsu |
Standard Unqualified Audit Opinion |
| 2016 | Deloitte and Touche, Taiwan | Cheng-Chun Chiu, Tzu-Jung Kuo |
Unqualified Audit Opinion and Other Matter Paragraphs Report (Note 3) |
| 2017 | Deloitte and Touche, Taiwan | Cheng-Chun Chiu, Tzu-JungKuo |
Unqualified Audit Opinion |
| 2018 | Deloitte and Touche, Taiwan | Cheng-Chun Chiu, Tzu-JungKuo |
Unqualified Audit Opinion |
| Quarter one in 2019 |
Deloitte and Touche, Taiwan |
Cheng-Chun Chiu, Tzu-JungKuo |
Unqualified Audit Conclusion |
-
Note 1: Company of Consolidated financial report for 2014.
-
Note 2: Because of the added paragraph opinion of the independent auditor, which states agree to the Company’s re-edit of related financial report of related fiscal year.
-
Note 3: Because of the added paragraph opinion of the independent auditor, which states that it is a requirement to have other CPAs to conduct review for the year 2015.
-
Note 4: Explanation for the reason for the change of CPA in recent five years: it is due to the needs of future operations development and management for the Company and subsidiaries.
-
Note 5: For overseas issued companies which have the same independent auditors for its financial report for seven consecutive years, shall explain the reason for not changing, specific countermeasures regarding the independence of current CPA and the Company strengthening the CPAs’ independence: The Company has in Quarter 1 of 2016, changed the CPA, and there are no such situation of the same CPA for 7 consecutive years.
II.
Financial Analysis of Recent Five Years
- (I) Financial Analysis – Prepared in accordance with International Financial Reporting Standard (IFRS):
| Standard (IFRS): | Standard (IFRS): | ||||||
|---|---|---|---|---|---|---|---|
| Year (Note 1) AnalyzedItem(Note2) |
Financial Analysis of RecentFiveYears |
2019.03.31 | |||||
| 2014 | 2015 | 2016 | 2017 | 2018 | |||
| Capital Structure Analysis (%) |
Ratio of Liabilities to Assets |
71.22 | 54.22 | 63.46 | 71.18 | 68.94 |
71.88 |
136
| Ratio of long-term capital to real property, plant, and equipment |
87.90 |
161.84 | 99.19 | 110.74 | 171.06 |
208.62 |
|
|---|---|---|---|---|---|---|---|
| Debt-paying ability (%) |
Current Ratio | 73.03 | 106.69 | 53.90 | 47.40 | 78.40 |
68.72 |
Quick Ratio |
59.63 | 93.34 | 41.87 | 37.84 | 68.62 |
59.76 |
|
| Times Interest Earned |
19,626.5 | 458,324 | 4,460.35 | 61.17 | 103.98 |
8.58 |
|
| Operating Performance Analysis |
Average Collection Turnover (times) |
9.53 | 10.74 | 8.62 | 10.49 | 17.54 |
16.48 |
| Days Sales Outstanding |
38 | 34 | 43 | 35 | 21 |
23 |
|
| Average Inventory Turnover (times) |
1.97 |
2.21 | 2.13 | 2.21 | 2.49 |
2.39 |
|
Average Payment Turnover (times) |
13.97 | 14.92 | 17.93 | 22.98 | 24.34 |
21.03 |
|
| Average Inventory Turnover Days |
185 |
165 | 172 | 166 | 147 |
153 |
|
| Real Property, Plant, and Equipment Turnover (times) |
1.59 | 1.75 | 1.39 | 1.36 | 1.72 |
1.43 |
|
| Total Assets Turnover |
0.60 | 0.57 | 0.50 | 0.51 | 0.56 |
0.41 |
|
| Profitability Analysis |
Return on Total Assets |
10.41 | 11.19 | 7.37 | 4.06 | 9.63 |
4.36 |
| Return on Equity (%) |
40.29 | 29.35 | 18.10 | 12.43 | 31.71 |
14.29 |
|
| Pre-tax Income to Paid-in Capital Ratio Paid-in Capital Ratio (%) |
76.08 | 83.53 | 57.61 | 38.42 | 118.16 |
15.38 |
|
| Net Margin (%) | 17.40 | 19.69 | 14.84 | 7.88 | 16.97 |
10.30 |
|
| Earnings per Share ($) |
5.28 | 6.45 | 4.66 | 3.12 | 9.02 |
1.17 |
|
| Cash Flow | Cash Flow Ratio (%) |
22.64 | 18.04 | 9.49 | 13.37 | 15.33 |
4.95 |
| Cash Flow Adequacy Ratio (%) |
139.12 | 152.71 | 91.50 | 85.01 | 79.42 |
(Note4) |
|
| Ratio of Cash Re- investment (%) |
19.40 | 12.68 | (2.67) | 7.64 | 9.20 |
5.22 |
137
| Leverage | Operating Leverage |
1.46 | 2.44 | 1.77 | 3.43 | 1.93 |
3.50 |
|---|---|---|---|---|---|---|---|
| Financial Leverage |
1 | 1 | 1 | 1.01 | 1.01 |
1.15 |
|
| The ratio changes in various financial ratio during the past two years has reached 20%, the reasons are as followed: 1. Increased ratio of long-term capital to real property, plant and equipment: This is mainly due to the issuance of convertible corporate bonds during this fiscal year, thus, resulting in the increase in non-current liabilities. 2. Increased current ratio: This is mainly due to the sufficient collections of amounts for the issuance of convertible corporate bonds in this fiscal year, resulting in the increase of cash and cash equivalents. 3. Increased quick ratio: This is mainly due to the sufficient collections of amounts for the issuance of convertible corporate bonds in this fiscal year, resulting in the increase of cash and cash equivalents. 4. Increased times interest earned: This is mainly due to the increase in profit before tax from the good operating status, resulting in an increase in income tax expenditures. 5. Increased Average Collection Turnover, reduced days sales outstanding This is mainly due to good operating status and franchise stores turned direct stores, resulting in reduced period for collection days. 6. Increased Real Property, Plant and Equipment Turnover: This is mainly due to good operating status for this period, resulting in the increase of net sales. 7. Return on Total Assets: This is mainly due to good operating status for this period, resulting in the increase of income after income tax. 8. Increased Return on Equity: This is mainly due to good operating status for this period, resulting in the increase of income after income tax. 9. Increased Pre-tax Income to Paid-in Capital Ratio This is mainly due to good operating status for this period, resulting in the increase of profit before tax. 10. Increased Net Margin: The main reasons for the growth include the fact that direct chain store operations have improved significantly. In terms of overhead fees, its control has been smooth, thus resulting in increased profit and loss after tax. 11. Increased Earnings per Share: The main reasons for the growth include the fact that direct chain store operations have improved significantly. Apart from the increase in gross profit margin of product sales and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services. In terms of overhead fees, its control has been smooth, thus, the resulting in increased profit and loss after tax. 12. Increased Ratio of Cash Re-investment : The main reason is due to contract liabilities of the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 that have reduced the current liabilities. 13. Reduced Operating Leverage: The main reasons for the growth include the fact that direct chain store operation has improved significantly. Apart from the increase in gross profit margin of product sale and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services. |
The ratio changes in various financial ratio during the past two years has reached 20%, the reasons are as followed: 1. Increased ratio of long-term capital to real property, plant and equipment: This is mainly due to the issuance of convertible corporate bonds during this fiscal year, thus, resulting in the increase in non-current liabilities. 2. Increased current ratio: This is mainly due to the sufficient collections of amounts for the issuance of convertible corporate bonds in this fiscal year, resulting in the increase of cash and cash equivalents. 3. Increased quick ratio: This is mainly due to the sufficient collections of amounts for the issuance of convertible corporate bonds in this fiscal year, resulting in the increase of cash and cash equivalents. 4. Increased times interest earned: This is mainly due to the increase in profit before tax from the good operating status, resulting in an increase in income tax expenditures. 5. Increased Average Collection Turnover, reduced days sales outstanding This is mainly due to good operating status and franchise stores turned direct stores, resulting in reduced period for collection days. 6. Increased Real Property, Plant and Equipment Turnover: This is mainly due to good operating status for this period, resulting in the increase of net sales. 7. Return on Total Assets: This is mainly due to good operating status for this period, resulting in the increase of income after income tax. 8. Increased Return on Equity: This is mainly due to good operating status for this period, resulting in the increase of income after income tax. 9. Increased Pre-tax Income to Paid-in Capital Ratio This is mainly due to good operating status for this period, resulting in the increase of profit before tax. 10. Increased Net Margin: The main reasons for the growth include the fact that direct chain store operations have improved significantly. In terms of overhead fees, its control has been smooth, thus resulting in increased profit and loss after tax. 11. Increased Earnings per Share: The main reasons for the growth include the fact that direct chain store operations have improved significantly. Apart from the increase in gross profit margin of product sales and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services. In terms of overhead fees, its control has been smooth, thus, the resulting in increased profit and loss after tax. 12. Increased Ratio of Cash Re-investment : The main reason is due to contract liabilities of the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 that have reduced the current liabilities. 13. Reduced Operating Leverage: The main reasons for the growth include the fact that direct chain store operation has improved significantly. Apart from the increase in gross profit margin of product sale and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services.
Note 1: Company of Consolidated financial report for 2014.
- Note 2: Consolidated financial report of the financial analysis ratio data for 2014 that is audited by the independent auditor as calculation basis.
Consolidated financial report of the financial analysis ratio data for 2015 to 2018 that is audited by
138
the independent auditor as calculation basis.
Consolidated financial report of the financial analysis ratio data for 2019 that is audited by the independent auditor as calculation basis.
-
Note 3: There is no Net Cash Provided by Operating Activities, capital expenditure and so on data for recent 5 years, thus, no such calculation.
-
Note 4: Cash flow adequacy ratio is calculated based on data from recent 5 years, not applicable for quarter reports.
-
Note 5: The operations capital of ratio of cash re-investment shows a negative amount, thus, calculated as zero.
Note: 6: Calculation formula for various financial ratio as the table below:
-
Capital Structure Analysis
-
(1) Debt Ratio = Total Liabilities/Total Assets
-
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities)/Net Property, Plant and Equipment
-
Debt-paying ability
-
(1) Current Ratio = Current Assets/Current Liabilities
-
(2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses)/Current Liabilities
-
(3) Times Interest Earned = Earnings before Interest and Taxes/Interest Expenses
-
Operating Performance Analysis
-
(1) Average Collection Turnover = Net Sales/Average Trade Receivables
-
(2) Days Sales Outstanding = 365/Average Collection Turnover
-
(3) Average Inventory Turnover = Cost of Sales/Average Inventory
-
(4) Average Payment Turnover = Cost of Sales/Average Trade Payables
-
(5) Average Inventory Turnover Days = 365/Average Inventory Turnover
-
(6) Fixed Assets (Property, Plant and Equipment) Turnover = Net Sales/Average Net Fix Asset (Property, Plant and Equipment)
-
(7) Total Assets Turnover = Net Sales/Average Total Assets
-
Profitability Analysis
-
(1) Return on Total Assets = (Net Income + Interest Expenses (1 - Effective Tax Rate))/Average Total Assets
-
(2) Return on Equity = Net Income/Average Shareholders’ Equity
-
(3) Net Margin = Net Income/Net Sales
-
(4) Earnings Per Share = (Net Income - Preferred Stock Dividend)/Weighted Average Number of Shares Outstanding
-
Cash Flow
-
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities/Current Liabilities
-
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations/Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
-
(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/(Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
-
Leverage
-
(1) Operating Leverage = (Net Sales - Variable Cost)/Income from Operations
-
(2) Financial Leverage = Income from Operations/(Income from Operations - Interest Expenses)
139
III. Audit Committee Report for Financial Report of Recent Year
JOURDENESS GROUP LIMITED
Audit committee’s audit report
Appropriate
The Board of Directors has sent the Company's Business report for 2018, Consolidated Financial Statements and Earnings Distribution Proposals etc., of which the Consolidated Financial Statements have been verified by accountants Cheng-Chun Chiu and Tzu-Jung Kuo of Deloitte, who issued an unqualified opinion check report. The above-mentioned Operating Report, Consolidated Financial Statements and Earnings Distribution Proposal have been checked by the Audit Committee considered having no disagreement. According to Article 14.4 of the Securities and Exchange Act and Article 219 of the Taiwan Company Act, this report is prepared for verification.
Thereby Shareholder Outstanding Meeting 2019, Jourdeness Limited
JOURDENESS GROUP LIMITED Convener of the Audit Committee: March 19, 2019
140
-
IV. Financial Report of the Recent Year: Please refer to attachment 1 of the 2018 Consolidated Financial Report.
-
V. Parent Company Only Financial Report of the Recent Year that is Audited by an Independent Auditor: Not Applicable.
-
VI. In the recent year and until the publication date of the annual report, the Company and other affiliated companies have difficulties in financial turnover, should clearly state its influence to the Company’s financial situation: None.
141
VII. REVIEW AND ANALYSIS, AND RISKS MATTERS OF THE FINANCIAL STATUS AND FINANCIAL PERFORMANCE
I. Financial Status
- Financial Status
Unit: NT$ in thousand
| . Financial Status | Unit: NT$in thousand | Unit: NT$in thousand | ||
|---|---|---|---|---|
| Item | 2018 | 2017 | Differences | |
| Amount | % | |||
| TotalCurrentAssets | 2,195,963 | 1,489,574 | 706,389 | 47.42 |
| Total Non-current Assets |
3,802,818 | 3,591,630 | 211,188 | 5.88 |
| Total Assets | 5,998,781 | 5,081,204 | 917,577 | 18.06 |
| Total Current Liabilities |
2,801,036 | 3,142,582 | (341,546) | (10.87) |
| Total Non-current Liabilities |
1,334,665 | 474,473 | 860,192 | 181.29 |
| Total Liabilities | 4,135,701 | 3,617,055 | 518,646 | 14.34 |
| CapitalStock | 609,997 | 611,547 | (1,550) | (0.25) |
| Capital reserve | 660,696 | 646,702 | 13,994 | 2.16 |
| RetainedEarnings | 785,928 | 411,542 | 374,386 | 90.97 |
| Other Rights | (193,541) | (205,642) | 12,101 | 5.88 |
| Total Equity | 1,863,080 | 1,464,149 | 398,931 | 27.25 |
| For changes at 20% and above in the recent two fiscal years, and the amount changes reached NT$10,000,000, the analysis description as below: 1. Increase in current assets is mainly due to the sufficient collections of amounts for the issuance of convertible corporate bonds in this fiscal year, resulting in increased bank savings. 2. Increase in non-current liabilities mainly due to the issuance of convertible corporate bonds, resulting in increased corporate bonds payable. 3. Increase in retained earnings mainly due to significant operations and management performance in this fiscal year, resulting in increased undistributed earnings. |
II. Financial Performance
1. Financial Performance Analysis Comparison Table
Unit: NT$ in thousand
| Unit: NT$in thousand | Unit: NT$in thousand | |||
|---|---|---|---|---|
| Item | 2018 | 2017 | Differences | |
| Amount | % | |||
| NetRevenue | 3,108,496 | 2,313,520 | 794,976 | 34.36 |
| Operating cost | 721,270 | 668,517 | 52,753 | 7.89 |
| Operatingmargin | 2,387,226 | 1,645,003 | 742,223 | 45.12 |
| Operating expense | 1,686,535 | 1,426,537 | 259,998 | 18.23 |
| Income from Operations |
700,691 | 218,466 | 482,225 | 220.73 |
| Non-operating | 20,070 | 16,478 | 3,592 | 21.80 |
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| Income and Expenses |
||||
|---|---|---|---|---|
| ProfitBeforeTax | 720,761 | 234,944 | 485,817 | 206.78 |
| Income taxexpense | 193,236 | 52,542 | 140,694 | 267.77 |
| Income after Income Tax |
527,525 | 182,402 | 345,123 | 189.21 |
| For changes at 20% and above in the recent two fiscal years, and the amount changes reached NT$10,000,000, the analysis description as below: 1. Increase in net sales mainly due to the fact that direct chain store operations have improved significantly. Apart from the increase in gross profit margin of product sale and facial and body care services, the cross-industry collaboration with aesthetic medicine and the transfer to high-end packages since 2018 have significantly increased the income of the facial and body care services. 2. Increase in gross profit due to increase in revenue and the promotion of products and gift boxes with higher gross profit margin that has driven the increase in gross profit. 3. Increase in income from operations due to an increase in operations revenue and control of overhead fees has been smooth. 4. Increase in profit before tax due to an increase in income from operations. 5. Increase in income tax expenditures due to increase in profit before tax. 6. Increase in income after income tax due to profit before tax。 |
2. Expected Sales Volume and Basis
As China’s Economy continues to grow, the economic environment becomes better, and per capita disposable income increases. Aside from basic necessities of daily living, the pursuit for luxury, exquisite, and beautiful items increases. For the pursuit of facial and body care products and SPA packages, the economic threshold is low, and is a regular expense part of daily living. It is estimated that its future market demand will continue to grow. It has been more than 20 years since the brand awareness and corporate image has been established in the Taiwan region. Regular members continue to be steady, and new members continue to increase through a series of member recruitment programs. Although the range of increase in the Taiwan region is not as ideal as in China or in the South-East Asia region, it can be expected that there will be sustained and stable growth. It is estimated that there would be growth in 2018 for business scale and sale volume as compared to 2017. For related market analysis and industry current status and development, please refer to explanation of operations status.
- Possible Influences to Future Finance and Business of the Company and Plan for Countermeasures
The Company’s facial and body care products and packages are self-developed. In respond to market demands and consumption trends, continues to strive for innovative developments, promotes products and packages that are of market
143
competition to satisfy consumers. The Company’s franchise chain store has the advantages and brand awareness, so it will not be threatened by new competitors in the short run in terms of brand loyalty or distribution channels. In future, for the Company’s re-invested companies, will pay close attention to market demand and economic changes, promote new products and packages at any time. This is to expand the market share and performance, increasing the Company’s profitability ability.
III. Cash Flow
- Analysis of Cash Flow in Recent Fiscal Year
| Item | 2018 | 2017 | Differences | Differences |
|---|---|---|---|---|
| Amount | % | |||
| Net Cash Generated from Operating Activities |
429,413 | 420,290 | 9,123 | 2.17 |
| Net Cash Used in InvestmentActivities |
(658,916) | (258,226) | (400,690) | 155.17 |
| Net Cash Used in FinancingActivities |
679,371 | 85,198 | 594,173 | 697.40 |
| Analysis of Cash Flow: 1. Increase in Net Cash Generated from Operating Activities is due the reduction in accounts receivable. 2. Increase in Net Cash Used in Investment Activities mainly due to the bank’s investment-type products guaranteeing principal and interests. 3. Increase in cash flow for offering activities due to the issuance of convertible corporate bonds. |
2. Remedial Actions for Liquidity Shortfall
The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls.
144
3. Cash Flow Projection for Next Year
Unit: NT$ in thousand
| Beginning Period Cash Balance |
Estimated Net Cash Provided by Operating Activities for the Year |
Net Cash Used in Investing and Financing Activities for the Year |
Estimated Cash Balance (Shortfall) |
Estimated Cash Shortfall RedressMethods |
Estimated Cash Shortfall RedressMethods |
|---|---|---|---|---|---|
| Investment Plan |
Financing Plan |
||||
| 1,658,553 | 379,691 | (1,241,438) | 796,806 | － | － |
| Analysis of Cash Flow Expected for 2019: 1. Operating activities: Operating revenues generated cash inflows deduct operating costs and expenses from regular operations. 2. Investment and finance activities: The Company will issue cash dividend in the year 2019 at an estimated $4.5 per share. Other activities include Jourdeness direct stores renovation and expansion of production equipments, building of Dapumei new plant, and so on. Jourdeness International has also returned $400 million of borrowings to the Land Bank of Taiwan and US$2.55 million to Taishin International Bank. Net cash (outflow) generated from investment and finance activities is at an estimated$1,241,438,000. |
IV. Influence of major investments expenditures to finance and businesses in recent year.
The Company’s major capital expenditures are fixed assets purchase expenditures, mainly are the building of direct stores, and build GMP factories to respond to market supply and need to continue to purchase manufacturing equipment. These do not have disadvantage influences on the Company’s finance and businesses.
V. Policy for re-investment in recent years is the main reason for its profit or loss, improvement plan and investment plan for the coming one year.
1. The Company’s Re-investment Policy
The Company’s re-investment policy is based on consideration of its core business, and will not conduct businesses beyond its scope. Self-owned Jourdeness brand is marketed in Taiwan, mainland China, South-east Asia, Europe and North America, and so on. Through various analysis of related investment plans, weighing the benefits it will bring for the Group, and in comply to the resolution passed by the board of directors or shareholders’ meeting for internal control system’s “circular investment,” “Subsidiary Operation Management and Monitoring Regulations,” “Regulations on the Transactions for Group Enterprise, Specialized Company and Related Party,” and the Company’s “Procedures for the Acquisition or Disposal of Assets.”
- Major reasons for the profit or loss of re-investment in recent year and improvement plan
Unit: NT$ in thousand
145
| Investees | Direct (indirect) Shareholding Percentage |
Recognized Investment Income in 2018 |
Reasons for Profit or Loss |
Improvement Plan |
|---|---|---|---|---|
| Jourdeness International |
100% | 74,667 | Good Operating Status | None |
| SUCCESS | 100% | 470,157 | Recognized Major Profits for Jourdeness Cosmetics |
None |
| J Development (hk) |
100% | 7,026 | Recognized Major Profits for Jourdeness Management |
None |
| MY | 100% | 34,467 | Good Operating Status | None |
| Jourdeness Cosmetics |
100% | 470,190 | Good Operating Status | None |
| Jourdeness Management |
100% | 7,026 | Good Operating Status | None |
| Changsha Management |
100% | 605 | Good Operating Status | None |
| Chengdu Management |
100% | 378 | Good Operating Status | None |
-
Investment Plan for the Coming One Year：
-
(1) Building New Plant in Chiayi Dapumei Machinery Park: Important subsidiary – Bio-Jourdeness International Group Co., Ltd. for the purpose of increasing the Group’s production capacity, brand goodwill, and R&D technology, the proposal has been resolved by the board of directors to commission the building of the factory on self-owned land. Besides using it for production of the Group’s selfowned brands, it will also compete for international OEM business opportunities for the Group for important production and R&D base. The construction is expected to be completed by 2021 ready for operations.
VI. Risks Analysis and Assessment for Recent Year and until the Publication Date of the Annual Report
-
(I) Interests, currency exchanges changes, inflation situations and its effect to the Company’s Profit or Loss and Future Countermeasures
-
Interest rate changes
Unit: NT$ in thousand
| 2017 | 2017 | 2018 | 2018 | Quartrt onein 2019 | Quartrt onein 2019 | |
|---|---|---|---|---|---|---|
| Amount | To Net Sales Proportion |
Amount | To Net Sales Proportion |
Amount | To Net Sales Proportion |
|
| Interest Income |
6,692 | 0.2893% | 8,891 | 0.2860% | 3,528 | 0.5299% |
| Interest Expendit ure |
3,002 | 0.1298% | 6,999 | 0.2252% | 12,386 | 1.8605% |
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The Company in the recent two years and recent interest income and interest expenditure to net operating revenue for the year base proportion, the changes to interests rate did not pose any major effects on the Company’s financial and business situation.
The Company’s financial planning is based on principles of conservative and steady, operating capital needs to be safe, idle fund are mainly time deposits and savings deposit, interests income proportion is not high. However, the Company establishes good relationships with the financial institutions, and has established financing amount. Should the need for capital arise in the future, shall be able to obtain better finance terms and conditions; In addition, the Company’s finance unit has on regular days been paying close attention to development trends of economy, and will take countermeasures actions when necessary.
- Effect of Exchange Rate Changes
Unit: NT$ in thousand
| Year Item |
2017 | 2018 | Quarter 1 in 2019 |
|---|---|---|---|
| Currency Exchange Gain (Loss) |
(10,198) | 949 | 199 |
| To Operating Revenue Ratio(%) |
-0.44% | 0.03% | 0.03% |
The Company’s recent two years and recent currency exchange gain (loss) to net sales base proportion. The Company’s currency are mainly NT$ (NT$) and Renminbi (RMB), various fees and purchase conditions payments are mainly based on NT$ and RMB. Collections and payments can reach the natural effects of risk avoidance, to reduce exchange needs, reducing effects of exchange rate changes to the minimum.
- Effects of Inflation
Under the rapid changes of global economy, the Company until now has not been put in the position of matters of major impacts to profit/loss resulted from above-mentioned inflation or deflation risks. In the future, the Company will continue to maintain good relationships with the suppliers, and take not of the changes in market price anytime, to be able to make adjustments to procurement policy and cost structure anytime, reducing the impacts of inflation changes to the Company’s profit/loss.
(II) Major reasons and future countermeasures for policy in engaging high risks, high leverage investments, capital loans to others, making guarantees or endorsements and derivative commodity exchange, profit or losses.
147
1. The Company based on the principles of steady and practical management philosophy, focused on the Company’s business management and has not engaged in high risks, high leverage investments and transactions.
2. The Company has in recent year and until the publication date of the annual report, subsidiary Jourdeness International has on August 6[th] , 2018, given a loan to the Company for US$5,500,000 and subsidiary Jourdeness International has made endorsement and guarantee for the Company to receive a US$3,000,000 bank loan. Besides supplementing the Company’s operating capital, the companies within the Group have not have not been engaged in matters relating to making guarantee or endorsement of capital loan and derivatives transactions. The capital loan’s date of return is August 5[th] , 2019. The trading will be executed with caution, under the Company established regulations of “Operating Procedures for Loaning Funds to Others,” the “Operating Procedures for Endorsement” and the “Procedures for the Acquisition or Disposal of Assets” and disclosed and filed under the law.Future Plan and expected expenses in R&D
-
(III) Future Plans and Ted expenditure in R & D
-
(1) Future Plans in R & D
-
A. Developing a channel for new lines of products: plan for new channels, such as department stores, the new plant in Dapumei Industrial Park, e-commerce platforms. The R & D Center aims to develop new lines of products of new dosage form, patented ingredients, exclusive materials, for enhancing the product efficiency. With regards to consumers’ needs and the trend of market, the Company has also developed skincare product comply with properties demanded by the consumers and the market trend, to increase product coverage and market share.
-
B. Enhancing R & D capacity through Industry-academic cooperation:
-
a. Continuing the program of industrial technology cooperative research with the Tainan University.
-
b. Launch a trilateral collaborative research project with the material supplier Technoble and Kindai University, both from Japan, to develop exclusive materials.
-
c. Launch a government-industry-research institute collaboration with the Industrial Technology Research Institute of Taiwan for applying governmentfunded project, such as the promotion for GMP cosmetics development project.
-
d. Launch a government-industry-academe collaboration with universities in Taiwan for applying government-funded project, such as the program of Conventional Industrial technology Development (CITD).
-
148
-
e. Has signed up a cooperation contract with a well-known French vendor of essential oils to develop an exclusive fragrance for the brand.
-
f. Has signed up an industrial-academic collaboration strategy memorandum with the Providence University of Taiwan, for exchanging of research and technology, and cultivation of talent.
-
C. Take part in international training programs: actively participate in international and domestic exhibitions and conferences for aggregating more product knowhow, improvement of technology and innovation in implementing science technology, to develop more valuable and efficient products and purchase professional equipment, such as: gas chromatograph, high-performance liquid chromatograph, ELISA reader and UV-Vis spectrophotometer, etc., for the enhancement of hard and soft resources in the R&D Center.
-
D. Estima2018 SNQ Certificate, Bronze Award of the National Biotechnology and Medical Care Quality, Nuremberg International Silver Award for Invention, obtained quality guarantee worldwide, will continue to participate in certifications and competitions domestic and overseas in future, such as, SNQ, Taiwan Excellence Award, Award of the National Biotechnology and Medical Care Quality, International Invention Awards, Pure Beauty Awards UK, leading Jourdeness and its products to the world stage.
-
(2) Ted expenditure in R & D
The company made the budget on the R&D expenditure step by step according to the new products and the progress of its development process, the R&D expenses in the year 2017 and 2018 are $36.284 million and $29.356 million, the R&D expenditure had increased each year due to the development of new products and purchase of more equipment for the support of future R&D projects, for the enhancement of the company’s competency in the market.
- (IV) Changes in both international and domestic policies and laws impacted the company's finances and business, and the measures adopted in response.
The registered office of the Company is in the Cayman Islands of the British West Indies, where the Company has no real economic activity, the operation of the Company is primarily in Chinese mainland and Taiwan and exercise businesses under significant policies and regulation by laws of the country/region where the company is situated, legal changes and trend of development in policies are always in tracked of, whenever such changes have happened, advisors on legal affairs and accounting firms are consulted or entrusted to evaluate and plan for measures, for ensuring timely and appropriate measures in response to changes in market and the environment. In the most recent two fiscal years and until the publication date of
149
this Annual Report, no changes found in the policies and laws of the preceded areas that might impact the company's finances and business.
- (V) Changes in technology and industry impacted the company’s finances and business, and the measures adopted in response.
The company always aware the renewal in the technology of the industry and the enhancement of that, as well as keeping track of the latest market information, which enables the evaluation of the effect of changes on the company’s operation; in the most recent fiscal years and as the date of this Annual Report, no changes in technology and the industry have caused a significant effect on the company’s finances and business.
- (VI) Impact on corporate crisis management in the result of changes in corporate image, and the adoption of measures in response.
The company upholds the values of honesty, reliability, and sustainable operation; since its establishment, always focusing on its core business, having good corporate image, abiding relevant laws and regulations, and is still maintaining the good corporate image, in the most recent fiscal years and as the date of this Annual Report, there has no impact on corporate crisis management in result of changes in corporate image.
- (VII) The anticipated benefits and possible risks upon the facilitation of M & A activities, and the adoption of measures in response.
Until the publication date of the Annual Report, the Company has none of the plans in merging or acquiring another company.
- (VIII) The anticipated benefits and possible risks upon expansion of the factory, and the implementation of measures in response.
In respond to operational needs and for establishing GMP plant, the subsidiary Jourdeness International has chosen the industrial land in the Dapumei Industrial Park in Chiayi, for building a factory for cosmetics production that fulfills the requirement of GMP and ISO22716, as a strategy for the aim to enter the retailing and international market to enhance selling of each products, the group looks forward to the diverse business opportunities and the increase in operating revenue in the future.
To comply with the needs for acquiring the necessary area of lands and the production capacity, the company is adopting the staged construction method, by adjusting the expansion of production capacity according to demands of the market, for enhancing the capacity utilization.
150
-
(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being taken.
-
Risks associated with any consolidation of purchasing operation, and mitigation measures being or to be taken.
The Company adopted the decentralized approach to corporate procurement with regards to the sources and the properties of raw materials and has purchased less than 30% in average from different suppliers in the past 2 years, to avoid purchasing from a single supplier, thus has no issues regarding consolidation of purchasing operation.
- Risk associated with any consolidation of sales operation and mitigation measures being or to be taken.
The business model of the company is to provide professional beauty and body courses and selling of beauty products and services through franchising, our target customers are franchisees of the company and individual consumers, which resulted in less than 10% of sales to gross sales ratio, leave no risk associated with any consolidation of sales operation.
- (X) The effect upon and risk to the Company if a significant quantity of shares belonging to a director, supervisor or shareholder holding more than a 10 percent shares of the company has been transferred or has otherwise changed hands and the measures adopted in response.
Until the publication date of this Annual Report, apart from facilitation of investment restructuring in respond to the requirement for applying of primary listing of securities in Taiwan, share transfers by directors and shareholders with more than 10% of the company’s shares have also reported, which are solely personal behavior in finance management, leaving no impact on the company.
- (XI) The effect upon and risks to the company associated with changes in governance personnel or top management, and implementation of mitigation measures.
Until the publication date of this Annual Report, no effect on the company due to changes in governance personnel or top management.
(XII) Litigation or Non-Litigation Matters
- If any of the Company’s director, supervisor, general manager, responsible person in fact, shareholder with more than 10% of shares and subsidiaries, has engaged in litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable, and
151
for any such matter still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities: none
-
The Company is engaged in the current year until the date of publication of the Annual Report, the litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable, and for any such matter still pending, if the outcome could materially impact on the shareholders' equity or the prices of the company's securities, shall list the facts of the dispute, amount of money at stake in the dispute, the date of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling: none.
-
(IV) Other significant risks and the implementation of measures in response: none.
VII. Other Remarks: none.
152
VIII. MATTERS OF SPECIAL NOTE
I. Jourdeness Affiliates
-
(I) Affiliates’ Consolidated Operation and Business Report
-
Organization of the Affiliates
==> picture [490 x 371] intentionally omitted <==
----- Start of picture text -----
JOURDENESS GROUP LIMITED
(CAYMAN)
100% 100% 100% 100%
JOURDENESS Bio-Jourdeness BIO-JOURDENESS
SUCCESS UNITED
DEVELOPMENT International Group COSMETIC CO. (MY)
LIMITED
LIMITED Co., Ltd. SDN. BHD.
(SAMOA)
(HK) (TW) (MY)
100% 100%
JOURDENESS (Guangzhou) JOURDENESS
COSMETOLOGY ENTERPRISE (GUANGZHOU)
MANAGEMENT CO., LTD. COSMETICS CO., LTD.
(CHINA) (CHINA)
100% 100%
Chengdu Jourdeness Changsha Jourdeness
Enterprise Management Enterprise Management
Consulting Co., Ltd. Consulting Co., Ltd.
(CHINA) (CHINA)
----- End of picture text -----
153
2. Overview of the Affiliates
| 2. Overview of the | Affiliates | |||
|---|---|---|---|---|
| Name of Corporation | Incorporation Date | Address |
Paid-in Capital | Main Business Items |
| JOURDENESS DEVELOPMENT LIMITED |
2009/11/12 | Unit 706 Haleson Bldg 1 Jubilee ST Central HK |
USD 1,000,000 |
Investment |
| Success United Limited | 2003/03/20 | Offshore Chambers, P.O.Box 217 Apia, Samoa |
USD 6,529,401 |
Investment |
| Bio-Jourdeness International Group Co., Ltd. |
1996/01/10 | No. 812 and No. 816, Sec. 1, Zhongqing Rd., Laiwang Vil., North Dist., Taichung City |
NT$ 130,000,000 |
Beauty and body spa business and manufacture of cosmetics |
| Bio-Jourdeness Cosmetic Co. (My) Sdn. Bhd. |
2016/08/04 | 38-1,JALAN USJ 10/1E, TAIPAN, 47620 SUBANG JAYA,SELANGOR |
MYR 1,100,750 |
Beauty and body spa business |
| Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
2010/03/18 | Rm. 11C05, No. 197, Guangzhou Dadaobei Rd., Yuexiu Dist., Guangzhou City |
USD 1,000,000 |
Consulting services of beauty and body spa business |
| Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
2003/07/14 | No. 186, Junda in the north of East Dist., Economic and Technological Development Zone, Guangzhou |
USD 8,000,000 |
Manufacture of cosmetics and beauty and body spa business |
| Chengdu Jourdeness Enterprise Management ConsultingCo.,Ltd. |
2002/09/26 | 7F., No. 47 Huaishu St., QingyangDist., Chengdu City |
RMB 500,000 |
Consulting services of beauty and body spa business |
| Changsha Jourdeness Enterprise Management ConsultingCo.,Ltd. |
2005/08/10 | 5F., Ferris Wheel Pavement in Sports New Town, Tianxin Dist., Changsha City |
RMB 100,000 |
Consulting services of beauty and body spa business |
154
3. Operations of Affiliated Enterprises
| 3. Operations of Affiliated | Enterprises | Enterprises | Enterprises | Enterprises | Enterprises | Enterprises | Enterprises |
|---|---|---|---|---|---|---|---|
| December 31st, 2018; Unit: NT$ in thousands | |||||||
| Name of Corporation | Amount of Capital |
Total Assets | Total Liabilities |
Operating income |
Operating interest |
Net Income (Loss) |
Earnings per share ($) |
| JOURDENESS DEVELOPMENT LIMITED |
USD 1,000 |
43,081 | 48 | - | - | 7,026 | Not applicable |
| Success United Limited | USD 6,529 |
1,368,904 | - | - | (44) | 470,157 | Not applicable |
| Bio-Jourdeness International Group Co., Ltd. |
NT$ 130,000 | 2,782,945 | 2,161,800 | 1,275,814 | 95,359 | 74,667 | 5.74 |
| Bio-Jourdeness Cosmetic Co. (My) Sdn.Bhd. |
MYR 1,101 |
139,435 | 81,571 | 113,097 | 46,646 | 34,467 | Not applicable |
| Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd. |
USD 1,000 |
95,222 | 52,143 | 38,125 | 3,867 | 7,026 | Not applicable |
| Jourdeness (Guangzhou) Cosmetics Co.,Ltd. |
USD 8,000 |
2,403,122 | 1,034,544 | 1,737,090 | 608,161 | 470,190 | Not applicable |
| Jourdeness (Chengdu) Enterprise Management Co. Ltd. |
RMB 500 |
- | - | - | (230) | 378 | Not applicable |
| Jourdeness (Changsha) Enterprise Enterprise Management Co. Ltd. |
RMB 100 |
- | - | - | (3) | 605 | Not applicable |
Note: Assets and liabilities are converted from the exchange rate (NT$1 ： RMB4.472) the end of the year, whereas Incomes are converted from the yearly average
rate (NT$1 ： RMB4.56)
155
- List of Directors, Supervisors and General Managers of Jourdeness’ Affiliates
| Name of Corporate | Title | Name | Shareholding | Shareholding |
|---|---|---|---|---|
| Shares | Holding Rate (%) |
|||
| JOURDENESS DEVELOPMENT LIMITED |
Director | Cheng-Hsiung Chen | 1,000 | 100% |
| Success United Limited |
Director | Cheng-Hsiung Chen, Wei-Kuo Chen | 6,529 | 100% |
| Bio-Jourdeness International Group Co., Ltd. |
Director | JOURDENESS GROUP LIMITED Representative: Cheng-Hsiung Chen, Wei-Kuo Chen, Cheng-Tzu Chen , Yu- ChienChen |
13,000 |
100% |
Supervis or |
JOURDENESS GROUP LIMITED Representative: Wei-Kuo Chen |
|||
| General Manage r |
Chia-Chi Chen | |||
| Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. |
Director | Cheng-Hsiung Chen, Wei-Kuo Chen, Yu-Chien Chen, Li-Han Liu, Ya-Yun Cheng |
- |
100% |
| Supervis or |
Wei-Kuo Chen | |||
| General Manage r |
Cheng-Hsiung Chen | |||
| Jourdeness (Guangzhou) Cosmetics Co., Ltd. |
Director | Cheng-Hsiung Chen, Wei-Kuo Chen, Yu-Chien Chen, Li-Han Liu, Ya-Yun Cheng |
- |
100% |
| Supervis or |
Chen Cheng-Tzu | |||
| General Manage r |
Cheng-Hsiung Chen | |||
| Bio-Jourdeness Cosmetic Co. (My) Sdn.Bhd. |
Director | Chen Chia-Chi, Yu-Chien Chen, Hsiao-Hui Cheng, Ling-I Huang, Wen- Chih Liang,Teoh KhingKok |
1,101 |
100% |
| Director | Chi-Ni Lee | - | 100% |
156
| Chengdu Jourdeness Enterprise Management ConsultingCo.,Ltd. |
Supervis or |
Yi Xia | ||
|---|---|---|---|---|
| Changsha Jourdeness Enterprise Management ConsultingCo.,Ltd. |
Director |
Li-Han Liu | - | 100% |
| Supervis or |
Chi-Hsui Chang |
-
(II) Consolidated Financial Statement of the Affiliated Enterprises: same as the Consolidated Financial Statement, please refer to Appendix I.
-
(III) Statement of the Consolidated Business Report of Affiliated Enterprise: not applicable.
II. Private placement securities in the most recent fiscal year and until the publication date of this Annual Report: none
III. Status of the Company’s shares acquired, disposed of or held by the subsidiaries in the most recent fiscal year and until the publication date of this Annual Report: none.
-
IV. Other Necessary Supplement: None.
-
V.
-
If any situation as stated in the item 2 paragraph 3 of Article 36 of the Securities and Exchange Act, which might materially affect shareholders’ equity or the securities prices, had occurred in the most recent fiscal year and as the date of this Annual Report, such situations shall be listed one by one: none.
-
VI. Note on any material differences from the rules of the ROC concerning the protection of shareholder equity: none.
157
Appendix I
Jourdeness Group Limited and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report
158
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Jourdeness Group Limited
Opinion
We have audited the accompanying consolidated financial statements of Jourdeness Group Limited and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters in the audit of the Group’s consolidated financial statements for the year ended December 31, 2018 are stated as follows:
- Impairment Assessment of Other Intangible Assets Customer Relationship and Goodwill
The accompanying consolidated financial statements for the year ended December 31, 2018 included customer relationship (classified as other intangible assets) of NT$858,110 thousand and goodwill of NT$520,514 thousand, the total amount was NT$1,378,624 thousand, which represented 23% of total assets in the consolidated financial statements. The other intangible assets of customer relationship and goodwill both resulting from the acquisition of assets and operations of beauty stores in China, Taiwan and Malaysia for expanding the cosmetology services and the Group’s operations. In accordance with IAS 36 “Impairment of Assets”, management assesses whether there is any indication that those assets have suffered any impairment loss at the balance sheet date. Determining whether those assets are impaired requires an estimation of the recoverable amount of the cashgenerating unit to which those assets have been allocated, and the assumptions suffer from high uncertainty since they are subject to management’s judgments and affected by economic trends. Therefore, it was identified as one of the key audit matters.
Refer to Notes 4, 5, 14, 15 and 29 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty and details of the information about the impairment of intangible assets of customer relationship and goodwill.
The audit procedures performed in response to the above key audit matter included the following:
-
We understood and assessed the reasonableness of the identification for impairment of those assets by management.
-
We evaluated the independent expert’s professional capacity, competence and independence engaged by the management.
-
We understood the process and basis for the estimated growth rate and profit margin associated with the future operating prospects of the asset’s cash-generating units.
-
We consulted our experts to assess the reasonableness and appropriateness of assumptions and methods used in the impairment test report provided by the independent experts.
Revenue Recognition of Beauty and Body Spa Course Services
As of December 31, 2018, the carrying amount of the contract liabilities - current was NT$2,247,520 thousand, which represented 54% of total liabilities in the consolidated financial statements. For the year ended December 31, 2018, the beauty and body spa course services revenue amounted to NT$1,820,165 thousand, which represented 59% of net revenue in the consolidated financial statements. The Group’s management recognized beauty and body spa course services revenue based on independent actuarial reports. The assumptions of actuarial analyses were made according to the Group’s historical service experience, and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that had refund liability in effective period. Such underlying assumptions are subject to management’s objective judgments and estimates which are highly uncertain. Therefore, the recognition of the beauty and body spa course services revenue was identified as one of the key audit matters.
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Refer to Notes 4, 5, 20 and 24 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty, and details of the information about the recognition of beauty and body spa course services revenue.
The audit procedures performed in response to the above key audit matter included the following:
-
We evaluated the professional qualifications, competency and independence of the independent actuaries engaged by the management.
-
We understood and tested the accuracy and completeness of the data used by management in actuarial analyses of the expected redemption rate of deferred courses.
-
We compared the methodologies and significant assumptions, including expected redemption rate and expected aggregate redemption rate of deferred courses, along with specific historical data in order to assess the reasonableness of management’s judgments.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chun Chiu and Tzu-Jung Kuo.
Deloitte & Touche Taipei, Taiwan Republic of China
March 19, 2019
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chineselanguage independent auditors’ report and consolidated financial statements shall prevail.
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 8 and 34) Notes receivable (Notes 4 and 9) Trade receivables (Notes 4 and 9) Trade receivables from related parties (Notes 4, 9 and 33) Other receivables from related parties (Notes 4 and 33) Inventories (Notes 4, 10, 29 and 33) Current tax assets (Notes 4 and 26) Other current assets (Notes 29 and 33) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 34) Property, plant and equipment (Notes 4, 5, 12, 29, 33 and 34) Investment properties (Notes 4, 5 and 13) Other intangible assets (Notes 4, 5 ,15, 29 and 33) Goodwill (Notes 4, 5, 14, 29 and 33) Deferred tax assets (Notes 4, 26, 29 and 33) Other financial assets - non-current (Notes 4, 16 and 34) Other non-current assets (Notes 4, 17 and 29) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 18, 33 and 34) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 19) Contract liabilities - current (Notes 4, 20, 29 and 33) Notes payable Trade payables Other payables (Note 21) Other payables to related parties (Note 33) Current tax liabilities (Notes 4 and 26) Advance receipts (Notes 20, 29 and 33) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 19) Long-term borrowings (Notes 4, 18, 33 and 34) Deferred tax liabilities (Notes 4 and 26) Guarantee deposits Net defined benefit liabilities - non-current (Notes 4 and 22) Total non-current liabilities Total liabilities EQUITY (Notes 4, 19 and 23) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unearned employee benefits Total other equity Total equity TOTAL |
2018 Amount % $ 1,367,873 23 290,680 5 106 - 175,297 3 - - 2,714 - 265,749 5 9,140 - 84,404 1 2,195,963 37 252,241 4 1,869,399 31 116,942 2 866,108 14 520,514 9 35,707 1 - - 141,907 2 3,802,818 63 $ 5,998,781 100 $ 78,323 1 1,275 - 2,323,381 39 284 - 28,718 1 331,445 6 1,957 - 26,910 - - - 8,743 - 2,801,036 47 719,327 12 400,000 7 182,198 3 33,132 - 8 - 1,334,665 22 4,135,701 69 609,997 10 660,696 11 112,651 2 19,415 - 653,862 11 785,928 13 (48,568) (1) (144,973) (2) (193,541) (3) 1,863,080 31 $ 5,998,781 100 |
2017 | ||
|---|---|---|---|---|
| Amount % $ 930,446 18 - - 268 - 177,259 4 464 - 9,280 - 290,417 6 9,140 - 72,300 1 1,489,574 29 - - 1,750,652 34 116,942 2 863,166 17 445,661 9 52,165 1 231,562 5 131,482 3 3,591,630 71 $ 5,081,204 100 $ - - - - - - 294 - 29,975 1 325,518 6 - - 28,726 1 2,751,087 54 6,982 - 3,142,582 62 - - 400,000 8 44,897 1 28,980 - 596 - 474,473 9 3,617,055 71 611,547 12 646,702 13 94,411 2 11,317 - 305,814 6 411,542 8 (19,415) - (186,227) (4) (205,642) (4) 1,464,149 29 $ 5,081,204 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 5, 20, 24, 29 and 33) OPERATING COSTS (Notes 4, 10, 25 and 33) GROSS PROFIT OPERATING EXPENSES (Notes 4, 22, 25 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 25 and 33) Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss |
2018 Amount % $ 3,108,496 100 721,270 23 2,387,226 77 1,304,351 42 352,828 12 29,356 1 1,686,535 55 700,691 22 35,029 1 (7,960) - (6,999) - 20,070 1 720,761 23 193,236 6 527,525 17 (411) - (4) - (415) - |
2017 | ||
|---|---|---|---|---|
| Amount % $ 2,313,520 100 668,517 29 1,645,003 71 1,075,118 46 315,135 14 36,284 2 1,426,537 62 218,466 9 38,168 2 (18,688) (1) (3,002) - 16,478 1 234,944 10 52,542 2 182,402 8 (2,823) - 480 - (2,343) - (Continued) |
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted |
2018 Amount % $ (29,153) (1) (29,568) (1) $ 497,957 16 $ 9.02 $ 8.85 |
2017 | ||
|---|---|---|---|---|
| Amount % $ (8,098) (1) (10,441) (1) $ 171,961 7 $ 3.12 $ 3.11 |
||||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| Capital Surplus Share Capital (Note 23) (Notes 4, 19 and 23) BALANCE AT JANUARY 1, 2017 $ 611,547 $ 640,878 Appropriation of 2016 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 5,824 Net profit for the year ended December 31, 2017 - - Other comprehensive loss for the year ended December 31, 2017, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2017 - - Issuance of restricted employee shares - - BALANCE AT DECEMBER 31, 2017 611,547 646,702 Appropriation of 2017 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 55 Equity component of convertible bonds issued by the Company - 25,363 Net profit for the year ended December 31, 2018 - - Other comprehensive loss for the year ended December 31, 2018, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2018 - - Issuance of restricted employee shares - - Cancelation of restricted employee shares (1,550) (11,424) BALANCE AT DECEMBER 31, 2018 $ 609,997 $ 660,696 |
Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings $ 67,188 $ 1,320 $ 377,016 27,223 - (27,223) - 9,997 (9,997) - - (214,041) - - - - - 182,402 - - (2,343) - - 180,059 - - - 94,411 11,317 305,814 18,240 - (18,240) - 8,098 (8,098) - - (152,724) - - - - - - - - 527,525 - - (415) - - 527,110 - - - - - - $ 112,651 $ 19,415 $ 653,862 |
Other Equity (Notes | 4, 23 and 28) Unearned Employee Benefits $ (215,450) - - - - - - - 29,223 (186,227) - - - - - - - - 28,280 12,974 $ (144,973) |
Total Equity $ 1,471,182 - - (214,041) 5,824 182,402 (10,441) 171,961 29,223 1,464,149 - - (152,724) 55 25,363 527,525 (29,568) 497,957 28,280 - $ 1,863,080 |
|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ (11,317) - - - - - (8,098) (8,098) - (19,415) - - - - - - (29,153) (29,153) - - $ (48,568) |
The accompanying notes are an integral part of the consolidated financial statements.
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables/impairment loss recognized on trade receivables Finance costs Interest income Compensation costs of employee share options (Gain) loss on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Reversal of write-down of inventories Amortization of prepayments for leases Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Other current assets Notes payable Trade payables Other payables Contract liabilities/advance receipts Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets measured at cost Net cash outflows on business combinations Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Decrease in other financial assets Increase in other non-current assets Decrease in prepayments for equipment Net cash used in investing activities |
2018 $ 720,761 166,992 102,787 83 6,999 (8,891) 28,280 (41) 1,560 (3,341) 6,262 162 2,343 6,549 37,167 (11,760) (10) (1,257) 25,384 (615,697) 1,761 (999) 465,094 8,908 (6,992) (37,597) 429,413 (311,359) (51,683) (277,196) 314 (11,292) (3,579) - (1,597) (2,524) (658,916) |
2017 $ 234,944 147,301 77,012 587 3,002 (6,692) 29,223 1,905 200 (17,654) 7,067 (244) 84,221 (9,280) 48,890 (11,883) (243) 2,595 39,369 (137,182) (1,946) (1,013) 490,179 6,692 (2,783) (73,798) 420,290 - (81,820) (162,284) 490 (16,672) (406) 2,058 - 408 (258,226) (Continued) |
|---|---|---|
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Proceeds from guarantee deposits received Donation from shareholders Dividends paid to owners of the Company Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2018 $ 78,323 749,565 - 4,152 55 (152,724) 679,371 (12,441) 437,427 930,446 $ 1,367,873 |
2017 $ - - 290,000 3,415 5,824 (214,041) 85,198 (5,419) 241,843 688,603 $ 930,446 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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JOURDENESS GROUP LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Jourdeness Group Limited (the “Company”) was incorporated in Cayman Islands in June 2010. The Company and its subsidiaries (collectively referred to as the “Group”) are mainly engaged in the beauty and body spa business (except medical cosmetology), manufacturing and sale of cosmetics, business management and consulting services.
The Company’s shares have been listed on the Taiwan Stock Exchange since October 21, 2015.
The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on March 19, 2019.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRIC (IFRIC), and Interpretations of SIC (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:
- 1) IFRS 9 “Financial Instruments” and related amendments
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Refer to Note 4 for information relating to the relevant accounting policies.
The requirements for classification, measurement and impairment of financial assets have been applied retrospectively starting from January 1, 2018. IFRS 9 is not applicable to items that have already been derecognized as of December 31, 2017.
Classification, measurement and impairment of financial assets
On the basis of the facts and circumstances that existed as of January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.
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The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Group’s financial assets and financial liabilities as of January 1, 2018.
| Measurement Category | Measurement Category | Measurement Category | Measurement Category | Carrying Amount | Carrying Amount | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial Assets | IAS | 39 | IFRS | 9 | IAS 39 | IFRS 9 | Remark | ||||
| Cash and cash equivalents | Loans and receivables | Amortized cost | $ 930,446 | $ 930,446 | a | ||||||
| Notes receivable, trade | Loans and receivables | Amortized cost | 187,271 | 187,271 |
a | ||||||
| receivables and other | |||||||||||
| receivables | |||||||||||
| Other financial assets - | Loans and receivables | Amortized cost | 231,562 | 231,562 |
b | ||||||
| current | |||||||||||
| Measurement Category | Carrying Amount | ||||||||||
| Financial Liabilities | IAS | 39 | IFRS | 9 | IAS 39 | IFRS 9 | Remark | ||||
| Notes payable, trade | Amortized cost | Amortized cost | 584,863 | 584,863 | |||||||
| payables, other payables, | |||||||||||
| guarantee deposits and | |||||||||||
| long-term borrowings | |||||||||||
| IAS 39 | IFRS 9 | Retained | |||||||||
| Carrying | Carrying | Earnings | Other Equity | ||||||||
| Amount as of | Amount as of | Effect on | Effect on | ||||||||
| January 1, | Reclassifi- | Remea- | January 1, | January 1, | January 1, | ||||||
| Financial Assets | 2018 | cations | surements | 2018 | 2018 | 2018 | Remark | ||||
| Amortized cost |
$ | - |
$ | - |
$ | - | $ | - |
$ - | $ - | |
| Add: Reclassification from | |||||||||||
| loans and receivables | |||||||||||
| (IAS 39) |
- | 1,349,279 | - | 1,349,279 | - |
- |
a and b | ||||
| $ | - |
$ | 1,349,279 | $ | - | $ | 1,349,279 | $ - |
$ - |
-
a) Cash and cash equivalents, notes receivable, trade receivables (including related parties) and other receivables that were previously classified as loans and receivables under IAS 39 were classified as at amortized cost with an assessment of expected credit losses under IFRS 9.
-
b) Bank deposits that were previously classified as other financial assets - non-current under IAS 39 were classified as at amortized cost with an assessment of expected credit losses under IFRS 9, because on January 1, 2018, the contractual cash flows were solely payments of principal and interest on the principal outstanding and these investments were held within a business model whose objective was to collect contractual cash flows.
-
2) IFRS 15 “Revenue from Contracts with Customers” and related amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers and supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations. Refer to Note 4 for related accounting policies.
In identifying performance obligations, IFRS 15 and the related amendments require that a good or service is distinct if it is capable of being distinct (for example, the Group regularly sells it separately) and the promise to transfer it is distinct within the context of the contract (i.e. the nature of the promise in the contract is to transfer each good or service individually rather than to transfer a combined output). The Group assesses that the application of IFRS 15 will not have material impact on the Group’s revenue recognition currently.
The Group elected only to retrospectively apply IFRS 15 to contracts that were not complete as of January 1, 2018, and reclassified advance receipts of $2,751,087 thousand to contract liabilities - current.
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- b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
New, Amended or Revised Standards and Interpretations Effective Date (the “New IFRSs”) Announced by IASB (Note 1) Annual Improvements to IFRSs 2015-2017 Cycle January 1, 2019 Amendments to IFRS 9 “Prepayment Features with Negative January 1, 2019 (Note 2) Compensation” IFRS 16 “Leases” January 1, 2019 Amendments to IAS 19 “Plan Amendment, Curtailment or January 1, 2019 (Note 3) Settlement” Amendments to IAS 28 “Long-term Interests in Associates and Joint January 1, 2019 Ventures” IFRIC 23 “Uncertainty over Income Tax Treatments” January 1, 2019
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
- Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.
IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Group will elect to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.
The Group as lessee
Upon initial application of IFRS 16, the Group will recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value assets and short-term leases will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Currently, payments under operating lease contracts are recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights of land located in China are recognized as prepayments for leases. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows.
The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.
Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-
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use assets will be measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group will apply IAS 36 to all right-of-use assets.
The Group expects to apply the following practical expedients:
-
a) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
-
b) The Group will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
-
c) The Group will use hindsight, such as in determining lease terms, to measure lease liabilities.
The Group as lessor
The Group will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.
Anticipated impact on assets, liabilities and equity
| Carrying | Adjustments | Adjustments | Adjusted | |||
|---|---|---|---|---|---|---|
| Amount as of | Arising from | Carrying | ||||
| December 31, | Initial | Amount as of | ||||
| 2018 | Application | January 1, 2019 | ||||
| Prepayments for leases - current | $ | 1,950 |
$ | (1,950) | $ | - |
| Prepayments for leases - non-current | 72,322 | (72,322) | - | |||
| Right-of-use assets | - | 1,160,241 | 1,160,241 | |||
| Total effect on assets | $ | 74,272 |
$ | 1,085,969 | $ | 1,160,241 |
| Lease liabilities - current | $ | - |
$ | 341,573 | $ | 341,573 |
| Lease liabilities - non-current | - | 744,396 | 744,396 | |||
| Total effect on liabilities | $ | - |
$ | 1,085,969 | $ | 1,085,969 |
Except for the above impacts, as of the date the consolidated financial statements were authorized for issue, the Group assessed that the application of other standards and interpretations would not have material impact on the Group’s financial position and financial performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 3 “Definition of a Business” 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” Amendments to IAS 1 and IAS 8 “Definition of Material” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2020 (Note 2) To be determined by IASB January 1, 2021 January 1, 2020 (Note 3) |
- Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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-
Note 2: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
-
Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period, and
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- 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Refer to Note 11, Table 4 and Table 5 for detailed information on subsidiaries (including percentages of ownership and main businesses).
- e. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
- f. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the group entities (including subsidiaries in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
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g. Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
h. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- i. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- j. Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in
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profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
-
k. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
- 2) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
- 3) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- l. Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cashgenerating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
- m. Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
- 1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
2018
Financial assets are classified as financial assets at amortized cost.
Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable at amortized cost, trade receivables and other receivables, are measured at amortized cost, which equals the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii. Financial assets that have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
2017
Financial assets are classified as loans and receivables.
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Loans and receivables
Loans and receivables (including cash and cash equivalents, notes receivable, trade receivables, other receivables, and other financial assets) are measured using the effective interest method at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- b) Impairment of financial assets
2018
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Group always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.
2017
Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of such financial assets, that the estimated future cash flows of the investment have been affected.
Financial assets at amortized cost, such as notes receivable and trade receivables, are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience with collecting payments, as well as observable changes in national or local economic conditions that correlate with defaults on receivables.
For a financial asset at amortized cost, the amount of the impairment loss recognized is the difference between such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate.
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For a financial asset at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment (at the date on which the impairment is reversed) does not exceed what the amortized cost would have been had the impairment not been recognized.
For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.
The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of notes receivable and trade receivables, where the carrying amount is reduced through the use of an allowance account. When notes receivable and trade receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible notes receivable and trade receivables that are written off against the allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Before 2018, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
2) Equity instruments
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
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b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e. convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
n. Revenue recognition
2018
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of beauty cosmetics. The main channels of distribution are franchise, directly-managed stores and internet. Sales of beauty cosmetics are recognized as revenue when the goods are delivered to the customer’s specific location. Before the goods are delivered to the customer, the transaction price received is recognized as a contract liability. When the goods have been delivered to the customer, the advance receipts is recognized as revenue.
- 2) Revenue from the rendering of services
The services revenue comes from beauty and body spa course services, and the Group provides beauty and body spa course services and charges for various courses. At the time of sale, the total amount of income from the beauty and body spa courses will be based on the ratio of number of courses in which customers actually attended to the overall number of courses, advanced receipts are recognized as a contract liability, then reclassified as revenue when services have been provided. At the end of each reporting period, the Group’s management recognized and adjusted beauty and body spa course services revenue based on the actuarial analyses of the Group’s historical service experience and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers,
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excluding the courses that had refund liability in effective period.
2017
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowances for sales returns and liabilities for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.
- 1) Revenue from the sale of goods
Revenue from the sale of goods is recognized when all the following conditions are satisfied:
-
a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
-
b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
c) The amount of revenue can be measured reliably;
-
d) It is probable that the economic benefits associated with the transaction will flow to the Group; and
-
e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.
-
2) Beauty and body spa course services revenue recognition
The services revenue comes from the beauty and body spa course services, and the Group provides beauty and body spa course services and charges for various courses. At the time of sale, the total amount of income from the beauty and body spa courses will be based on the ratio of number of courses in which customers actually attended to the overall number of courses, advanced receipts are recognized as a contract liability, then reclassified as revenue when services have been provided. At the end of each reporting period, the Group’s management recognized and adjusted beauty and body spa course services revenue based on the actuarial analyses of the Group’s historical service experience and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that had refund liability in effective period.
- 3) Revenue from the rendering of services
Service income is recognized when services are provided.
- 4) Interest income
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis with reference to the principal outstanding and at the applicable effective interest rate.
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o. Leasing
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
1) The Group as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
2) The Group as lessee
Operating lease payments are recognized as expenses on a straight-line basis over the lease term.
p. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
q. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost), and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
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- r. Share-based payment arrangements
Restricted shares for employees granted to employees
The fair value at the grant date of the restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.
When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees.
At the end of each reporting period, the Group revises its estimate of the number of restricted shares for employees expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - restricted shares for employees.
- s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
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Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
- a. Beauty and body course services revenue recognition
In principle, the total amount of the total number of the beauty and body spa course advanced receipt from customer is recognized as a contract liability, then reclassified as revenue when service is provided. At the end of each reporting period, the Group needs judgment to assess the assumptions of the actuarial analyses, including the percentage of expected redemption rate of deferred courses calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that have refund liability in effective period, in order to adjust the revenue recognized.
b. Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cashgenerating units to which goodwill has been allocated. The calculation of the value in use requires management to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.
- c. Impairment of tangible assets and intangible assets other than goodwill
In assessing the impairment of tangible assets and intangible assets, management evaluates the cash flows and profit or loss of specific group of assets based on management’s objective judgment and industry characteristic. When there are changes in the economic trends or corporate strategies, a material impairment loss may arise.
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6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents Time deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 5,178 817,975 544,720 $ 1,367,873 |
2017 $ 4,738 706,588 219,120 $ 930,446 |
The market rate intervals of cash in bank at the end of the reporting period were as follows:
| December 31 | December 31 | ||
|---|---|---|---|
| 2018 | 2017 | ||
| Bank balance | 0.01%-2.10% | 0.01%-2.10% |
|
| FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS | (December 31, | ||
| 2017: NONE) | |||
| December 31, | |||
| 2018 | |||
| Financial liabilities at FVTPL-current | |||
| Financial liabilities held for trading | |||
| Derivative financial liabilities (not under hedge accounting) | |||
| Put option and redemption option of convertible bonds (Note 19) | $ | 1,275 | |
| FINANCIAL ASSETS AT AMORTIZED COST - 2018 | |||
| December 31, | |||
| 2018 | |||
| Current | |||
| Financial products (a) | $ | 290,680 | |
| Non-current | |||
| Restricted time deposits (b) | $ | 250,001 | |
| Restricted demand deposits (b) | 2,240 | ||
| $ | 252,241 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS (December 31, 2017: NONE)
8. FINANCIAL ASSETS AT AMORTIZED COST - 2018
186
- a. Financial products arose when subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. entered into principal protected interest rate linked investment product with the bank. At the end of the reporting period, outstanding financial products were as follows:
| December 31, | |
|---|---|
| 2018 | |
| Annual rate of return | 3.80%-4.10% |
| Maturity date | 2019.1.28- |
| 2019.12.25 |
The Group’s investment policy was to invest in both short-term financial products and structured deposits with low credit risk. The Group assessed the impact of credit risk on principal and benefits through understanding of the final destination of the funds and the value of collaterals. For the year ended December 31, 2018, no impairment loss was recognized for financial products.
-
b. The market interest rates for restricted time deposits and restricted demand deposits were ranging from 0.10% to 0.63% per annum as of December 31, 2018. Restricted time deposits and restricted demand deposits were classified as other financial assets under IAS 39. Refer to Notes 3 and 16 for information relating to their reclassification and comparative information for 2017.
-
c. Refer to Note 34 for information relating to investments financial assets at amortized cost pledged as security.
9. NOTES RECEIVABLE AND TRADE RECEIVABLES
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Notes receivable - operating Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss Trade receivables from related parties (Note 33) |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 106 - $ 106 $ 106 $ 175,891 (594) $ 175,297 $ - |
2017 $ 268 - $ 268 $ 268 $ 177,770 (511) $ 177,259 $ 464 |
187
In 2018
At amortized cost
The retail sales of the Group to individual consumers were usually settled through cash and credit card. Trade receivables mainly consist of payments due from banks for credit cards. The average credit period of sales of goods for other trade receivables was 90-180 days, and no interest was charged on trade receivables.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
December 31, 2018
| Not Past Due Less than 90 Days Gross carrying amount $ 174,999 $ 275 Loss allowance (Lifetime ECL) - (8) Amortized cost $ 174,999 $ 267 |
91 to 180 Days $ 32 (3) $ 29 |
181 to 240 Days $ 2 - $ 2 |
Over 241 Days $ 583 (583) $ - |
Total $ 175,891 (594) $ 175,297 |
|---|---|---|---|---|
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1, 2018 per IAS 39 Adjustment on initial application of IFRS 9 Balance at January 1, 2018 per IFRS 9 Add: Net remeasurement of loss allowance Balance at December 31, 2018 |
2018 $ 511 - 511 83 $ 594 |
|---|---|
In 2017
The Group applied the same credit policy in 2018 and 2017. In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of trade receivable since the date the credit was initially granted to the end of the reporting period. The impairment assessment of trade receivables was to initially confirm whether objective evidence which revealed an impairment on a significant individual receivable actually existed. Those trade receivables with existing impairment evidences should be individually assessed, and then the remaining individually non-significant trade receivables without objective evidence of impairment and trade receivables were collectively assessed by group categorization with similar credit risk characteristics.
188
For some trade receivables balances that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss because there was no significant change in credit quality and the amounts were still considered recoverable. The Group did not hold any collateral or other credit enhancements for these balances.
The aging of trade receivables was as follows:
| December 31, | |
|---|---|
| 2017 | |
| Not past due | $ 174,416 |
| Less than 30 days | 1,931 |
| 31-90 days | 919 |
| 91-180 days | 194 |
| Over 181 days | 774 |
| $ 178,234 |
The above aging schedule was based on the number of past due days from the end of the credit term.
The aging of trade receivables that were past due but not impaired was as follows:
| December 31, | December 31, | |
|---|---|---|
| 2017 | ||
| Less than 30 days | $ | 1,931 |
| 31-90 days | 919 | |
| 91-180 days | 194 | |
| Over 181 days | 502 | |
| $ | 3,546 |
The above aging schedule was based on the number of past due days from the end of the credit term. The movements of the allowance for doubtful trade receivables were as follows:
| Individually Assessed for Impairment Collectively Assessed for Impairment Balance at January 1, 2017 $ - $ - Add: Impairment losses recognized or receivables 272 315 Less: Amounts written off during the period as uncollectable - (76) Balance at December 31, 2017 $ 272 $ 239 |
Total $ - 587 (76) $ 511 |
|---|---|
As of December 31, 2017, the amount of individually impaired trade receivables was $272 thousand. This amount mainly related to customers that were in severe financial difficulties. The Group did not hold any collateral over these balances.
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10. INVENTORIES
| Raw materials Work in progress Finished goods Merchandise |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 99,345 10,254 139,308 16,842 $ 265,749 |
2017 $ 97,426 13,287 174,377 5,327 $ 290,417 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2018 and 2017 were as follows:
| Cost of inventories sold Loss on disposal of inventories Inventory write-downs (reversed) Gain on physical inventory |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 228,650 9,588 (3,341) (221) $ 234,676 |
2017 $ 228,098 11,889 (17,654) (239) $ 222,094 |
11. SUBSIDIARIES
Subsidiaries Included in the Consolidated Financial Statements
| Investor Investee Nature of Activities The Company Bio-Jourdeness International Group Co., Ltd. (“ Jourdeness International ”) Beauty and body spa business and manufacture of cosmetics The Company Success United Limited (“Success”) Investment The Company Jourdeness Development Limited (“J Development”) Investment The Company Bio-Jourdeness Cosmetic Co. (MY) Sdn. Bhd. (“MY”) Beauty and body spa business Success Jourdeness (Guangzhou) Cosmetics Co., Ltd. (“Jourdeness (Guangzhou) Cosmetics”) Manufacture of cosmetics and beauty and body spa business J Development Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. (“Jourdeness (Guangzhou) Enterprise Management”) Consulting services of beauty and body spa business Jourdeness (Guangzhou) Enterprise Management Changsha Jourdeness Enterprise Management Consulting Co., Ltd. (“Changsha Enterprise Management”) Consulting services of beauty and body spa business Jourdeness (Guangzhou) Enterprise Management Chengdu Jourdeness Enterprise Management Consulting Co., Ltd. (“Chengdu Enterprise Management”) Consulting services of beauty and body spa business Jourdeness (Guangzhou) Enterprise Management Wuhan Jourdeness Enterprise Management Consulting Co., Ltd. (“Wuhan Enterprise Management”) Consulting services of beauty and body spa business |
Proportion of Ownership (%) December 31 2018 2017 Remark 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 a 100.00 100.00 a - 100.00 a |
|---|---|
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Remarks:
- a. Considering the layout of mainland China market, the board of directors of Jourdeness (Guangzhou) Enterprise Management approved the liquidation of Changsha Enterprise Management, Chengdu Management and Wuhan Enterprise Management on July 5, 2017. At the end of the reporting period, Wuhan Enterprise Management has completed the deregistration process. As of March 19, 2019, Changsha Enterprise Management and Chengdu Enterprise Management had not completed the deregistration process.
12. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2017 Additions Acquisitions through business combinations (Note 29) Disposals Reclassification Effect of foreign currency exchange differences Balance at December 31, 2017 Accumulated depreciation Balance at January 1, 2017 Depreciation expenses Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2017 Carrying amounts at December 31, 2017 Cost Balance at January 1, 2018 Additions Acquisitions through business combinations (Note 29) Disposals Reclassification Effect of foreign currency exchange differences Balance at December 31, 2018 Accumulated depreciation Balance at January 1, 2018 Depreciation expenses Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2018 Carrying amounts at December 31, 2018 |
Freehold Land $ 817,118 - - - - - $ 817,118 $ - - - - - $ - $ 817,118 $ 817,118 - - - - - $ 817,118 $ - - - - - $ - $ 817,118 |
Buildings $ 768,643 3,131 - (1,998 ) 29,695 (2,431) $ 797,040 $ 245,549 54,028 - (1,108 ) (872) $ 297,597 $ 499,443 $ 797,040 21,066 - (2,658 ) 170,962 (7,545) $ 978,865 $ 297,597 53,974 - (2,658 ) (2,667) $ 346,246 $ 632,619 |
Machinery and Equipment $ 94,811 7,921 - (4,942 ) 7 (944) $ 96,853 $ 61,258 5,484 - (4,521 ) (612) $ 61,609 $ 35,244 $ 96,853 3,744 - (289 ) - (1,585) $ 98,723 $ 61,609 5,925 - (260 ) (1,144) $ 66,130 $ 32,593 |
Transportation Equipment $ 23,699 1,215 - (578 ) 10 (227) $ 24,119 $ 18,567 1,178 - (106 ) (184) $ 19,455 $ 4,664 $ 24,119 3,615 - (942 ) - (432) $ 26,360 $ 19,455 1,545 - (728 ) (354) $ 19,918 $ 6,442 |
Office Equipment $ 145,917 7,572 23,348 (13,807 ) 3,860 (137) $ 166,753 $ 95,953 34,781 7,309 (13,260 ) 76 $ 124,859 $ 41,894 $ 166,753 33,569 4,898 (1,563 ) 7,851 (1,530) $ 209,978 $ 124,859 30,305 1,977 (1,549 ) (1,131) $ 154,461 $ 55,517 |
Other Equipment $ 36,143 1,062 11 (448 ) (43 ) (397) $ 36,328 $ 21,690 3,884 - (383 ) (199) $ 24,992 $ 11,336 $ 36,328 222 - (159 ) - (734) $ 35,657 $ 24,992 3,296 - (143 ) (565) $ 27,580 $ 8,077 |
Leasehold Improvements C $ 141,500 6,573 70,932 - 73,743 271 $ 293,019 $ 10,815 47,946 - - 340 $ 59,101 $ 233,918 $ 293,019 5,811 10,563 - 109,141 (5,242) $ 413,292 $ 59,101 71,947 - - (1,538) $ 129,510 $ 283,782 |
onstruction in Progress and Machinery in Transit $ 74,900 142,514 - - (109,735 ) (644) $ 107,035 $ - - - - - $ - $ 107,035 $ 107,035 216,171 - - (289,899 ) (56) $ 33,251 $ - - - - - $ - $ 33,251 |
Total $ 2,102,731 169,988 94,291 (21,773 ) (2,463 ) (4,509) $ 2,338,265 $ 453,832 147,301 7,309 (19,378 ) (1,451) $ 587,613 $ 1,750,652 $ 2,338,265 284,198 15,461 (5,611 ) (1,945 ) (17,124) $ 2,613,244 $ 587,613 166,992 1,977 (5,338 ) (7,399) $ 743,845 $ 1,869,399 |
|---|---|---|---|---|---|---|---|---|---|
In response to the demand of operation, the purchase of building located in Panyu District, Guangzhou, China, from key management was resolved by the board of directors of Jourdeness (Guangzhou) Cosmetics on January 22, 2018. The purchase price of the building was RMB16,000 thousand.
No impairment assessment was performed for the years ended December 31, 2018 and 2017, as there were no indications of impairment.
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The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
| Buildings | |
|---|---|
| Plant buildings and office | 10 to 50 years |
| Others | 5 to 10 years |
| Machinery and equipment | 5 to 10 years |
| Transportation equipment | 5 years |
| Office equipment | 3 to 10 years |
| Other equipment | 5 to 10 years |
| Leasehold improvements | 1 to 10 years |
Property, plant and equipment pledged as collateral for bank borrowings and performance guarantees were set out in Note 34.
13. INVESTMENT PROPERTIES
| Land | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 116,942 |
2017 $ 116,942 |
-
a. The Group’s freehold land in Taichung, including the land serial numbers of 0716-0000, 0716-0001, 0717-0000 and 0742-0000, were not for operation and lease in 2018 and 2017. There were no direct operating expenses of investment properties for the years ended in December 31, 2018 and 2017.
-
b. The fair values of investment properties were $128,549 thousand and $144,780 thousand as of December 31, 2018 and 2017, respectively. The valuation was arrived at by reference to market evidence of transaction price for similar properties.
14. GOODWILL
| Cost Balance at January 1 Additional amounts recognized from business combinations occurring during the year (Note 29) Effect of foreign currency exchange differences Balance at December 31 Accumulated impairment losses Balance at January 1 and December 31 Carrying amounts at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 445,661 83,048 (8,195) $ 520,514 $ - $ 520,514 |
2017 $ 247,453 198,543 (335) $ 445,661 $ - $ 445,661 |
At the end of the reporting period, the Group assessed the impairment of recoverable amount of goodwill based on a value in use, which was calculated using the cash flow projections in the financial budgets and annual discount rate to reflect the relevant specific risk. No impairment loss for goodwill for the years ended December 31, 2018 and 2017.
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The Group obtained an independent expert evaluation reports in 2018 and 2017. According to the report, the Group had adjusted the amount calculated at the initial accounting for the date of business acquisition. Refer to Note 29 for detailed information.
15. OTHER INTANGIBLE ASSETS
| Cost Balance at January 1, 2017 Additions Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2017 Accumulated amortization Balance at January 1, 2017 Amortization expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2017 Carrying amounts at December 31, 2017 Cost Balance at January 1, 2018 Additions Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2018 Accumulated amortization Balance at January 1, 2018 Amortization expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2018 Carrying amounts at December 31, 2018 |
Computer Software $ 36,863 406 - (8,641) (170) $ 28,458 $ 23,678 4,632 (8,641) (108) $ 19,561 $ 8,897 $ 28,458 3,579 - (641) (137) $ 31,259 $ 19,561 4,430 (641) (89) $ 23,261 $ 7,998 |
Customer Relationship $ 343,966 - 588,595 - 3,819 $ 936,380 $ 8,905 72,380 - 826 $ 82,111 $ 854,269 $ 936,380 - 116,977 - (17,987) $ 1,035,370 $ 82,111 98,357 - (3,208) $ 177,260 $ 858,110 |
Total $ 380,829 406 588,595 (8,641) 3,649 $ 964,838 $ 32,583 77,012 (8,641) 718 $ 101,672 $ 863,166 $ 964,838 3,579 116,977 (641) (18,124) $ 1,066,629 $ 101,672 102,787 (641) (3,297) $ 200,521 $ 866,108 |
|---|---|---|---|
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Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
| Computer software | 3 | to | 10 | years |
|---|---|---|---|---|
| Customer relationship | 10 | years |
16. OTHER FINANCIAL ASSETS - NON-CURRENT - 2017
| December 31, | |
|---|---|
| 2017 | |
| Restricted time deposits | $ 228,818 |
| Restricted demand deposits | 2,744 |
| $ 231,562 |
Refer to Note 34 for information relating to other financial assets pledged as collateral or for security.
17. OTHER NON-CURRENT ASSETS
| Prepayments for leases Refundable deposits Prepayments for equipment Other |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 72,322 66,382 3,052 151 $ 141,907 |
2017 $ 75,817 55,090 528 47 $ 131,482 |
Prepayments for leases are payments for land use right located in mainland China. The lease term were 50 years, and it was paid in full at the time of signing the lease contracts. Rent expenses were recognized in the amounts of $1,988 thousand and $1,965 thousand for the years ended December 31, 2018 and 2017, respectively.
18. BORROWINGS
- a. Short-term borrowings
| Secured borrowings Bank loans |
December | 31 | |
|---|---|---|---|
| 2018 $ 78,323 |
2017 $ - |
The Group provided its land and buildings as collateral (refer to Note 34), and key management personnel of the Group and Jourdeness International were the joint guarantor (refer to Note 33 and Table 2). The interest rate was 3.99% per annum as of December 31, 2018.
194
b. Long-term borrowings
| Secured borrowings Bank loans |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 400,000 |
2017 $ 400,000 |
The Group provided its land as collateral (refer to Note 34), and key management personnel of the Group was the joint guarantor (refer to Note 33). The interest rates were both 1.45% per annum as of December 31, 2018 and 2017. The borrowing period was from November 14, 2016 to November 14, 2021. The interest expenses are paid monthly from the grant date, and the principal is paid at maturity.
19. BONDS PAYABLE
| December 31, | |
|---|---|
| 2018 | |
| Secured domestic convertible bonds | $ 750,000 |
| Less: Discounts on bonds payable | (30,673) |
| $ 719,327 |
First Unsecured Domestic Convertible Bonds
As of December 28, 2018, the Company issued 7,500 thousand, 0% NTD denominated unsecured convertible bonds in Taiwan, with an aggregate principal amount of $750,000 thousand.
Each bond entitles the holder to convert it into ordinary shares of the Company at a conversion price of $111. Conversion may occur at any time between March 29, 2019 and December 28, 2021. After the issuance of the convertible bonds, whenever the number of the Company’s ordinary shares increases, including but not limited to capital increase fund by cash (through public offering or private placement), by retained earnings or by capital reserves stock dividends, shares issued for consideration of merger and acquisition, stock split, and capital increase for participation in overseas ADRs other than the new shares issue upon exercise of the conversion or of the securities convertible into or entitled to subscribe ordinary shares or the new shares issue upon employee bonus, the conversion price shall be adjusted in accordance with “Rules Governing Issue and Conversion of First Unsecured Domestic Convertible Bonds” (hereinafter referred to as the “Rules”) article 11.
In even that the Company issues any kind of securities (including privately placed securities), convertible into ordinary shares or with warrants to subscribe for ordinary shares at a conversion price or exercise price lower than the current market price per share, or issuance of the ordinary shares option which is not resulted from capital increase fund by cash, and the number of the Company’s ordinary shares is reduced due to capital reduction which is not resulted from the treasury stocks cancellation, the conversion price shall be adjusted in accordance with “Rules Governing Issue and Conversion of First Unsecured Domestic Convertible Bonds” (hereinafter referred to as the “Rules”) article 11.
If the convertible bonds are not converted at maturity, the Company will redeem the convertible bonds at par value in cash as of December 28, 2021.
195
For the conversion of bonds from the day following three months after the date of issuance up till 40 days before the maturity date, if the closing price of the Company’s ordinary shares at the securities counter trading center exceeded the then convertible bond’s conversion price by more than or equal to 30% for 30 consecutive business days, or if the amount of Company’s outstanding circulating bonds falls below 10% of the total amount of original issuance, the Company may redeem all of the outstanding convertible bonds at par value in cash.
The convertible bonds shall be sold back to the base date of convertible bonds in advance on the maturity date of 2 years after the issuance. Bondholders may notify the Company in writing in accordance with the provisions of the Issue and Conversion Measures to sell back to the Company with the par value of convertible bonds plus interest compensation.
The convertible bonds contain liability and equity components. The equity component was presented in equity under the heading of capital surplus - options. The effective interest rate of the liability component was 1.39% per annum on initial recognition.
| Proceeds from issuance (less transaction costs of $4,035 thousand) Derivative financial liabilities component Equity component (less transaction costs allocated to the equity component of $137 thousand) Liability component at the date of issue (less transaction costs allocated to the liability component of $3,898 thousand) and at December 31, 2018 |
$ 745,965 (1,275) (25,363) $ 719,327 |
|---|---|
As of December 31, 2018, the face value of first unsecured domestic convertible bonds outstanding was $750,000 thousand.
20. CONTRACT LIABILITIES/ADVANCE RECEIPTS
| Advance receipts of services Advance receipts of products |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 2,247,520 75,861 $ 2,323,381 |
2017 $ 2,670,263 80,824 $ 2,751,087 |
The movements of contract liabilities/advance receipts were as follows:
| Advance receipts of services Balance at January 1 Acquisitions through business combinations (Note 29) Additions Transferred to revenue Effect of foreign currency exchange differences Balance at December 31 Advance receipts of products Balance at December 31, 2018 and 2017 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 2,670,263 201,801 1,207,240 (1,817,974) (13,810) 2,247,520 75,861 $ 2,323,381 |
2017 $ 1,971,978 844,702 988,566 (1,137,049) 2,066 2,670,263 80,824 $ 2,751,087 |
The advance receipts were the performance obligation of delivering the goods or services to the customer, and it was reclassified as a contract liabilities upon initial application IFRS 15.
196
On the balance sheet date, subsidiary Jourdeness International’s revenue recognition was based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that had refund liability in effective period within one year.
The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:
| The aging of courses 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years 5-6 years 6-7 years 7-8 years 8-9 years 9-10 years Over 10 years |
For the Year Ended December 31 |
|---|---|
| 2018 2017 100.00% 100.00% 63.18% 62.25% 54.93% 53.79% 46.15% 44.83% 37.15% 35.70% 28.30% 26.81% 20.01% 18.58% 12.70% 11.45% 6.73% 5.79% 2.43% 1.91% 0.00% 0.00% |
On the balance sheet date, subsidiary Jourdeness (Guangzhou) Enterprise Management’s revenue recognition was based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers.
The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:
| The aging of courses 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years 5-6 years 6-7 years 7-8 years |
For the Year Ended December 31 |
|---|---|
| 2018 2017 65.44% 64.26% 50.31% 53.26% 37.10% 42.90% 26.46% 33.61% 18.31% 25.58% 12.28% 18.83% 7.91% 13.27% 4.80% - |
On the balance sheet date, subsidiary Jourdeness (Guangzhou) Cosmetics and MY’s revenue recognitions were based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers to the number of courses expected to be rendered to customers, excluding the courses that had refund liability in effective period within half a year.
197
The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:
| The aging of courses 0-0.5 years 0.5-2 years Over 2 years |
For the Year Ended December 31 |
|---|---|
| 2018 2017 100.00% 100.00% 49.18% 64.26% 0.00% - |
21. OTHER PAYABLES
| Payables for salaries Payables for acquisition of beauty salons Payables for social security fund and housing provident fund Payables for employees’ benefits Payables for levies Payables for employees’ compensation Payables for purchase of equipment Others |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 138,909 27,995 26,754 22,339 21,998 17,132 20,015 56,303 $ 331,445 |
2017 $ 119,760 56,104 19,349 23,829 22,112 14,854 13,013 56,497 $ 325,518 |
The Group’s subsidiaries in mainland China were required to pay the social security expenses and housing provident fund with a fixed percentage of total monthly salaries and wages in accordance with the “Social Insurance Law of the People’s Republic of China”. In addition, those subsidiaries had accrued the social security expenses and the housing provident fund based on actual monthly salaries and wages on the balance sheets date.
22. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The subsidiary, Jourdeness International, adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The employees of the Group’s subsidiaries in mainland China are members of a state-managed retirement benefit plan operated by the government of mainland China. The subsidiaries were required to contribute 20%-29% of monthly salaries per person to the retirement benefit scheme for the years ended December 31, 2018 and 2017, of which the subsidiaries were responsible for 8%-21% contributions.
b. Defined benefit plans
The defined benefit plans adopted by the subsidiary, Jourdeness International, in accordance with the Labor Standards Law is operated by the government of the Republic of China (“ROC”). Pension benefits are calculated on the basis of the length of service and average monthly salaries of six months before retirement. The subsidiary contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the subsidiary
198
assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the subsidiary is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the subsidiary has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| December 31 2018 2017 Present value of defined benefit obligation $ 56,572 $ 53,854 Fair value of plan assets (56,564) (53,258) Net defined benefit liabilities $ 8 $ 596 Movements in net defined benefit liabilities (assets) were as follows: Present Value of the Defined Benefit Obligation Fair Value of the Plan Assets Net Defined Benefit Liabilities (Assets) Balance at January 1, 2017 $ 50,388 $ (51,602) $ (1,214) Service cost Current service cost 163 - 163 Net interest expense (income) 752 (781) (29) Recognized in profit or loss 915 (781) 134 Remeasurement Return on plan assets (excluding amounts included in net interest) - 272 272 Actuarial loss - changes in demographic assumptions 1,235 - 1,235 Actuarial loss - changes in financial assumptions 1,970 - 1,970 Actuarial gain - experience adjustments (654) - (654) Recognized in other comprehensive income 2,551 272 2,823 Contributions from the employer - (1,147) (1,147) Balance at December 31, 2017 $ 53,854 $ (53,258) $ 596 Balance at January 1, 2018 $ 53,854 $ (53,258) $ 596 Service cost Current service cost 168 - 168 Net interest expense (income) 671 (672) (1) Recognized in profit or loss 839 (672) 167 (Continued) |
December | 31 | |
|---|---|---|---|
199
| Present Value | Present Value | Net | Defined | ||
|---|---|---|---|---|---|
| of the Defined | Benefit | ||||
| Benefit | Fair Value of | Liabilities | |||
| Obligation | the Plan Assets | (Assets) | |||
| Remeasurement | |||||
| Return on plan assets (excluding amounts | |||||
| included in net interest) | $ | - | $ (1,468) | $ | (1,468) |
| Actuarial loss - changes in demographic | |||||
| assumptions | 314 | - | 314 | ||
| Actuarial loss - changes in financial | |||||
| assumptions | 2,056 | - | 2,056 | ||
| Actuarial gain - experience adjustments | (491) | - |
(491) | ||
| Recognized in other comprehensive income | 1,879 | (1,468) |
411 | ||
| Contributions from the employer | |||||
| Benefits paid | - | (1,166) |
(1,166) | ||
| Balance at December 31, 2018 | $ | 56,572 | $ (56,564) | $ | 8 |
| (Concluded) |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic or foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate of a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in government and corporate bond interest rates will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated with reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rates Expected rates of salary increase |
December 31 |
|---|---|
| 2018 2017 1.00% 1.25% 2.00% 2.00% |
200
If possible reasonable changes in each of the significant actuarial assumptions were to occur and all other assumptions were to remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rates 0.25% increase 0.25% decrease Expected rates of salary increase 0.25% increase 0.25% decrease |
December | 31 | |
|---|---|---|---|
| 2018 $ (2,070) $ 2,174 $ 2,146 $ (2,056) |
2017 $ (2,024) $ 2,127 $ 2,106 $ (2,015) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
December | 31 | |
|---|---|---|---|
| 2018 $ 1,394 14 years |
2017 $ 1,402 15 years |
23. EQUITY
a. Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2018 100,000 $ 1,000,000 61,000 $ 609,997 |
2017 100,000 $ 1,000,000 61,155 $ 611,547 |
The holders of issued ordinary shares with a par value of $10 are entitled the right to vote and receive dividends.
The Company canceled 155 thousands of the employee’s restricted shares for the reason of employees’ resignation.
201
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital* Issuance of ordinary shares Donations May be used to offset a deficit only Issuance of ordinary shares for cash which is reserved for employees May not be used for any purpose Employee restricted shares Employee share options |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 441,993 5,879 945 186,516 25,363 $ 660,696 |
2017 $ 441,993 5,824 945 197,940 - $ 646,702 |
- Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the amended Articles, unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the board of directors to the shareholders in the general meeting for approval:
-
1) To make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;
-
2) To set off accumulated losses of previous years (if any);
-
3) To set aside ten percent (10%) as legal reserve pursuant to the Applicable listing rules unless the accumulated amount of such legal reserve equals to the total paid-up capital of the Company;
-
4) To set aside an amount as special reserve pursuant to the Applicable Listing Rules and requirements of the commission; and;
-
5) With respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (1) to (5) above plus any previously undistributed cumulative retained earnings), the board of directors may present a proposal to distribute to the shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and, subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to shareholders.
For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to employees’ compensation and remuneration of directors in Note 25-f.
202
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 issued by the FSC should be appropriated to or reversed from a special reserve by the Company.
The appropriations of earnings for 2017 and 2016 were approved in the shareholders’ meetings on June 28, 2018 and June 22, 2017, respectively, were as follows:
| Legal reserve Special reserve Cash dividends |
Appropriation of Earnings For the Year Ended December 31 2017 2016 $ 18,240 $ 27,223 8,098 9,997 152,724 214,041 |
Dividends Per Share (NT$) |
|---|---|---|
| For the Year Ended December 31 |
||
| 2017 2016 $ - $ - - - 2.5 3.5 |
The appropriation of earnings for 2018 had been proposed by the Company’s board of directors on March 19, 2019. The appropriation and dividends per share were as follows:
| Appropriation | Appropriation | Dividends Per | Dividends Per | |
|---|---|---|---|---|
| of | Earnings | Share | (NT$) | |
| Legal reserve | $ | 52,752 |
$ | - |
| Special reserve | 29,153 | - | ||
| Cash dividends | 274,499 | 4.5 |
The appropriations of earnings for 2018 are subject to resolution of the shareholders in their meeting to be held on June 25, 2019.
- d. Other equity items
Unearned employee benefit
In the meeting of shareholders on June 23, 2016, the shareholders approved a restricted share plan for employees (refer to Note 28).
| Balance at January 1 Cancelation of shares Share-based payment expenses recognized Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ (186,227) 12,974 28,280 $ (144,973) |
2017 $ (215,450) - 29,223 $ (186,227) |
203
24. NET REVENUE
a. Disaggregation of revenue
| Type of goods or services Sale of goods Rendering of beauty and body spa course services Rendering of supporting services Royalty revenue Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 1,255,720 1,820,165 12,599 4,321 15,691 $ 3,108,496 |
2017 $ 1,136,265 1,137,071 15,956 6,319 17,909 $ 2,313,520 |
Refer to Note 4 for information about contract from customer.
- b. Contract balances
The changes in the contract liabilities balances primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment (refer to Note 20).
25. NET PROFIT FROM CONTINUING OPERATIONS
a. Other income
| Rental income Interest income Government grants Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 7,084 8,891 4,560 14,494 $ 35,029 |
2017 $ 5,302 6,692 12,880 13,294 $ 38,168 |
- b. Other gains and losses
| Net foreign exchange gains (losses) Gain (loss) on disposal of property, plant and equipment Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 949 41 (8,950) $ (7,960) |
2017 $ (10,198) (1,905) (6,585) $ (18,688) |
204
c. Finance costs
| Interest on bank loans Other interest expenses Less: Amounts included in the cost of qualifying assets Information about capitalized interest was as follows: Capitalized interest Capitalization rate d. Depreciation and amortization Property, plant and equipment Intangible assets An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Selling and marketing expenses General and administrative expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 6,999 - - $ 6,999 For the Year Ended |
2017 $ 3,889 1 (888) $ 3,002 December 31 |
||
| 2018 $ - - For the Year Ended |
2017 $ 888 1.45% December 31 |
||
| 2018 $ 166,992 102,787 $ 269,779 $ 9,122 157,870 $ 166,992 $ 444 98,357 3,986 $ 102,787 |
2017 $ 147,301 77,012 $ 224,313 $ 9,142 138,159 $ 147,301 $ 187 72,394 4,431 $ 77,012 |
205
e. Employee benefits expense
| Post-employment benefits (Note 22) Defined contribution plans Defined benefit plans Share-based payments (Note 28) Equity-settled Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ 54,931 167 55,098 28,280 1,122,906 $ 1,206,284 $ 480,613 725,671 $ 1,206,284 |
2017 $ 45,275 134 45,409 29,223 963,617 $ 1,038,249 $ 424,276 613,973 $ 1,038,249 |
f. Employees’ compensation and remuneration of directors
According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation at rates of no less than 1% and no higher than 5% of net profit before income tax, and accrued remuneration of directors at rates of no higher than 3% of net profit before income tax. The employees’ compensation and the remuneration of directors for the years ended December 31, 2018 and 2017, which were approved by the Company’s board of directors on March 19, 2019 and March 29, 2018, respectively, were as follows:
Accrual rate
| Employees’ compensation Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2018 2017 1% 1% - - |
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 |
|---|---|
| 2018 2017 $ 5,324 $ X $ 1,816 - $ X - |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
206
There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2017 and 2016.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
26. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Major components of income tax expense recognized in profit or loss are as follows:
| Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Adjustments to deferred tax attributable to changes in tax rates and laws Adjustments for prior years Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 28,190 9,831 (2,133) 35,888 161,029 (1,008) (2,673) 157,348 $ 193,236 |
2017 $ 31,226 12,619 (4,226) 39,619 31,060 - (18,137) 12,923 $ 52,542 |
A reconciliation of accounting profit and income tax expense was as follows:
| Profit before tax from continuing operations Income tax expense calculated at the statutory rate Nondeductible expense in determining taxable income Income tax on unappropriated earnings Effect of tax rate changes Adjustments for prior years’ tax Others Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 720,761 $ 189,424 1,681 9,831 (1,008) (4,806) (1,886) $ 193,236 |
2017 $ 234,944 $ 61,520 766 12,619 - (22,363) - $ 52,542 |
In 2017, the applicable corporate income tax rate used by the group entities in the ROC was 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings has been reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
207
As the status of the 2019 appropriation of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.
208
b. Income tax recognized in other comprehensive income
| Deferred tax Effect of tax rate changes Remeasurement of defined benefit plans In respect of the current year Remeasurement on defined benefit plans |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 $ (86) 82 $ (4) |
2017 $ - 480 $ 480 |
- c. Current tax assets and liabilities
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
December | 31 | |
|---|---|---|---|
| 2018 $ 9,140 $ 26,910 |
2017 $ 9,140 $ 28,726 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2018
| Deferred tax assets Temporary differences Write-down of inventory Deferred revenue Defined benefit obligations Payables for annual leave Payables for employees’ benefits Tax losses Unrealized exchange losses Property, plant and equipment Deferred tax liabilities Temporary differences Deferred revenue Amortization of prepayments for leases Property, plant and equipment |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Exchange Differences $ 2,490 $ (301 ) $ - $ (21 ) 31,553 (9,288 ) - 104 101 (96 ) (4 ) - 3,426 1,941 - - 5,957 (256 ) - (115 ) 7,949 (7,940 ) - (9 ) 623 (407 ) - - 66 (67) - 1 $ 52,165 $ (16,414) $ (4) $ (40) $ (41,073 ) $ (140,217 ) $ - $ 3,543 (3,824 ) (530 ) - 88 - (187) - 2 $ (44,897) $ (140,934) $ - $ 3,633 |
Closing Balance $ 2,168 22,369 1 5,367 5,586 - 216 - $ 35,707 $ (177,747 ) (4,266 ) (185) $ (182,198) |
|---|---|---|
209
For the year ended December 31, 2017
| Deferred tax assets Temporary differences Write-down of inventory Deferred revenue Defined benefit obligations Payables for annual leave Payables for employees’ benefits Tax losses Unrealized exchange losses Property, plant and equipment Deferred tax liabilities Temporary differences Deferred revenue Defined benefit obligations Unappropriated earnings of subsidiaries Amortization of prepayments for leases Unrealized exchange gains |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Co $ 6,387 $ (3,825 ) $ - 8,513 (2,913 ) - - (379 ) 480 2,033 1,389 - 6,025 - - - 7,848 - - 623 - - 63 - $ 22,958 $ 2,806 $ 480 $ (6,397 ) $ (34,306 ) $ - (206 ) 206 - (18,137 ) 18,137 - (3,331 ) (524 ) - (758) 758 - $ (28,829) $ (15,729) $ - |
Business mbinations $ - 25,086 - - - - - - $ 25,086 $ - - - - - $ - |
Exchange Differences Closing Balance $ (72 ) $ 2,490 867 31,553 - 101 4 3,426 (68 ) 5,957 101 7,949 - 623 3 66 $ 835 $ 52,165 $ (370 ) $ (41,073 ) - - - - 31 (3,824 ) - - $ (339) $ (44,897) |
|---|---|---|---|
e. Income tax assessments
The income tax returns of subsidiary Jourdeness International through 2016 have been assessed by the tax authorities. However, according to the Accounting Research and Development Foundation (104) Foundation Letter No. 089, subsidiary Jourdeness International had restated the financial statements for the years ended December 31, 2011 to 2014 and period for the nine months ended September 30, 2014, and submitted a correction request on the income tax return for the year of 2014.
27. EARNINGS PER SHARE
| EARNINGS PER SHARE | |||
|---|---|---|---|
| Basic earnings per share Diluted earnings per share |
For | Unit: NT$ Per Share the Year Ended December 31 |
|
| 2018 $ 9.02 $ 8.85 |
2017 $ 3.12 $ 3.11 |
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net Profit for the Year
| Profit for the period | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 527,525 |
2017 $ 182,402 |
210
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
| Weighted average number of ordinary shares used in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Employees’ restricted shares Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2018 58,470 54 1,116 59,640 |
2017 58,470 40 185 58,695 |
If the Group offered to settle the compensation or bonuses paid to employees in cash or shares, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
28. SHARE-BASED PAYMENT ARRANGEMENTS
Employee Restricted Shares
In the shareholder’s meeting on June 23, 2016, the shareholders approved a restricted share plan for employees with 2,900 thousand shares. On August 2, 2016, the above transaction was approved by the FSC. The Company issued 2,645 thousands and 110 thousands of the restricted shares on August 30, 2016 and December 28, 2016, respectively. The restrictions on the rights of employees who acquire the restricted shares but have not met the vesting conditions are as follows:
-
a. The employees cannot sell, pledge, transfer, donate or, in any other way, dispose of these shares.
-
b. The rights of attendance, proposal, speech and voting in shareholders meetings shall all be executed based on trust contracts signed by employees.
-
c. During the vesting period, the Company agrees that the restricted employee shares can still receive shares and dividends regardless of whether the employees have achieved the vested conditions.
If an employee fails to meet the vesting conditions, the Company will recall and cancel the restricted shares without compensation.
The related information was as follows:
| Employee Restricted Shares Balance at January 1 Options forfeited Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2018 Number of Shares (In Thousands of Shares) 2,685 (155) 2,530 |
2017 | |
| Number of Shares (In Thousands of Shares) 2,685 - 2,685 |
211
Information about outstanding employee restricted shares as of December 31, 2018 was as follows:
| Number of | |||
|---|---|---|---|
| Shares | |||
| Grant-date Fair | (In Thousands | Vesting Period | |
| Grant-date | Value (NT$) | of Shares) | (Years) |
| August 18, 2016 | $83.70 | 2,420 | 1-10 |
| December 26, 2016 | 84.20 | 110 | 1-10 |
The calculation of employee restricted shares’ fair value was based on the closing price of the ordinary shares at the grant date.
Compensation costs of share-based payments arrangement recognized were $28,280 thousand and $29,223 thousand for the years ended December 31, 2018 and 2017, respectively.
29. BUSINESS COMBINATIONS
- a. Acquisition of assets and operations
For the year ended December 31, 2018
| Proportion of | |||||
|---|---|---|---|---|---|
| Voting Equity | |||||
| Interests | Consideration | ||||
| Principal Activity | Date of Acquisition | Acquired (%) | Transferred |
||
| 19 beauty salons | Consulting services of | January 2018 to | 100 |
$ | 23,574 |
| in China | beauty and body spa | December 2018 | |||
| business | |||||
| 4 beauty salons in | Consulting services of | September 2018 to | 100 |
$ | - |
| Taiwan | beauty and body spa | October 2018 | |||
| business | |||||
| For the year ended | December 31, 2017 | ||||
| Proportion of | |||||
| Voting Equity | |||||
| Interests | Consideration | ||||
| Principal Activity | Date of Acquisition | Acquired (%) | Transferred |
||
| 85 beauty salons | Consulting services of | January 2017 to | 100 |
$ | 101,145 |
| in China | beauty and body spa | December 2017 | |||
| business | |||||
| 15 beauty salons | Consulting services of | January 2017 to | 100 |
$ | 10,000 |
| in Taiwan | beauty and body spa | March 2017 | |||
| business | |||||
| 16 beauty salons | Consulting services of | April 2017 and July | 100 |
$ | - |
| in Malaysia | beauty and body spa | 2017 | |||
| business |
For the year ended December 31, 2017
212
In order to expand the Group’s operation and increase various aspects of beauty and body spa services, Jourdeness (Guangzhou) Cosmetics and Jourdeness International acquired 19 and 4 beauty salons in 2018, respectively, and Jourdeness (Guangzhou) Cosmetics, Jourdeness International and MY acquired 85, 15 and 16 beauty salons in 2017, respectively.
- b. Assets acquired and liabilities assumed at the date of acquisition
For the year ended December 31, 2018
| Current assets Inventories Non-current assets Property, plant and equipment (Note 12) Other intangible assets (Note 15) Other non-current assets Current liabilities Contract liabilities/advance receipts (Note 20) |
Beauty Salons | Beauty Salons | ||
|---|---|---|---|---|
| China $ 9,081 13,484 72,362 2,785 (121,173) $ (23,461) |
Taiwan $ - - 44,615 - (80,628) $ (36,013) |
Total $ 9,081 13,484 116,977 2,785 (201,801) $ (59,474) |
For the year ended December 31, 2017
| Current assets Inventories Other current assets Non-current assets Property, plant and equipment (Note 12) Other intangible assets (Note 15) Deferred tax assets (Note 26) Other non-current assets Current liabilities Contract liabilities/advance receipts (Note 20) |
Beauty Salons | Beauty Salons | |||
|---|---|---|---|---|---|
| China $ 50,313 - 77,778 480,386 - 4,694 (628,628) $ (15,457) |
Taiwan $ - - 9,204 58,975 - - (111,550) $ (43,371) |
Malaysia $ 1,552 82 - 49,234 25,086 - (104,524) $ (28,570) |
Total $ 51,865 82 86,982 588,595 25,086 4,694 (844,702) $ (87,398) |
c. Goodwill recognized on acquisition
| Consideration transferred Plus: Fair value of identifiable net liabilities acquired Goodwill recognized on acquisition |
Beauty Salons | Beauty Salons | Beauty Salons |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2018 $ 23,574 59,474 $ 83,048 |
2017 $ 111,145 87,398 $ 198,543 |
213
The goodwill recognized in the acquisitions of beauty salons in 2018 and 2017 mainly represents the acquisition premium, consisting of customer relationship and net liabilities due from advance receipts included in the cost of the combinations. Acquisition premium included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforces. Except for the recognition of customer relationship as other intangible assets, these benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
d. Impact of acquisitions on the results of the Group
The results of the acquirees since the acquisition date included in the consolidated statements of comprehensive income were as follows:
| Revenue Profit |
Beauty Salons | Beauty Salons | Beauty Salons |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2018 $ 128,417 $ 49,348 |
2017 $ 452,941 $ 57,988 |
Had these business combinations been in effect at the beginning of the annual reporting period, the Group’s revenue from continuing operations would have been $67,157 thousand and $184,364 thousand for the years ended December 31, 2018 and 2017, respectively; the profit from continuing operations would have been $8,651 thousand and $11,456 thousand for the years ended December 31, 2018 and 2017, respectively. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2018 and 2017, nor is it intended to be a projection of future results.
In determining the pro-forma revenue and profit of the Group had beauty salons been acquired at the beginning of the current reporting period, the management calculated net assets acquired on the basis of the fair values at the initial accounting for the business combination rather than the carrying amounts recognized in the respective pre-acquisition financial statements.
30. OPERATING LEASE AGREEMENTS
Operating leases with lease terms between 1 and 12 years. All contractual contents may be re-negotiated at the expiration of the lease periods. There are no contingent rentals for all leasehold properties.
The future minimum lease payments of non-cancellable operating lease commitments were as follows:
| Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 333,070 617,265 61,607 $ 1,011,942 |
2017 $ 299,894 598,833 36,673 $ 935,400 |
214
31. CAPITAL MANAGEMENT
In order to set out the appropriate capital structure, the Group manages its capital based on the industry scale, the growth of market and the development of products for determining an appropriate market share, and considers the working capital, business benefits and cash flow generated from the competitive products.
32. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
December 31, 2018
| Financial liabilities Financial liabilities at amortized cost Convertible bonds |
Carrying Amount $ 719,327 |
Fair Value | Fair Value | |||
|---|---|---|---|---|---|---|
| Level 1 $ - |
Level 2 $ - |
Level 3 $ 719,327 |
Total $ 719,327 |
When the Group estimated the fair value of the liabilities component of convertible bonds, it assumed that the convertible bonds would be redeemed on December 28, 2021, and the risk discount rate of 1.2200% was assessed by the borrowing interest rate of similar corporation.
Except as stated above, the management of the Group believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy (December 31, 2017: None)
December 31, 2018
| Financial liabilities at FVTPL Derivatives |
Level 1 $ - |
Level 2 $ - |
Level 3 $ 1,275 |
Total $ 1,275 |
|---|---|---|---|---|
- 2) Reconciliation of Level 3 fair value measurements of financial instruments (2017: None)
December 28, 2018 to December 31, 2018
| Financial Liabilities Balance at January 1 and December 31, 2018 |
Financial Liabilities at FVTPL |
|---|---|
| Derivatives $ 1,275 |
215
- 3) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of the host liability instrument and the conversion option derivative instrument, consisting of put option and redemption option of convertible bonds, were estimated using the Binomial Convertible Bonds Pricing Model. The significant parameters used in the evaluation model were as follows:
| December 31, | |
|---|---|
| 2018 | |
| Volatility | 56.26% |
| Risk-free rate of interest | 0.5961% |
| Risk discount rate | 1.2200% |
| Liquidity risk | 15.72 % |
- c. Categories of financial instruments
| Financial assets Loans and receivables (1) Financial assets at amortized cost (2) Financial liabilities Financial liabilities at FVTPL Held for trading Financial liabilities at amortized cost (3) |
December 31 |
|---|---|
| 2018 2017 $ - $ 1,349,279 2,088,091 - 1,275 - 1,366,054 584,863 |
-
1) The balances include loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables and other financial assets.
-
2) The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables and other receivables.
-
3) The balances include financial liabilities at amortized cost, which comprise short-term loans, notes payable, trade payables, other payables (including related parties), refundable deposits, bonds payable and long-term loans.
-
d. Financial risk management objectives and policies
The operations of the Group are affected by several financial risks, the risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management policy is focused on unpredictable events in the financial markets and seeks to reduce the potentially adverse effects on the Group’s financial position and financial performance.
The risk management work is carried out by the financial management function of the Group in accordance with the policies approved by the board of directors. The Group’s financial management function is responsible for identifying, assessing and evading financial risks by working closely with the Group’s operation management function.
216
1) Market risk
The Group’s activities exposed it primarily to the market risks of changes in foreign currency exchange rates.
a) Foreign currency risk
The Group is a multinational corporation, which exposed it to the financial risks of changes in foreign currency exchange rates (the main currencies are U.S. dollars and RMB). The relevant foreign currency risk arises from future commercial transactions, financial assets and liabilities denominated in foreign currencies, and net investments in the foreign operation institutions.
The Group holds investments from a number of foreign operating institutions resulting in foreign currency risk on net assets.
The Group’s operations are transacted in several non-functional currencies (the functional currencies of the Company and subsidiaries include the NTD, RMB and MYR), therefore, the Group is affected by the volatility of exchange rates. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 36.
Sensitivity analysis
The Group’s sensitivity analysis mainly focuses on the foreign currency risk of U.S. dollars at the end of the reporting period. Assuming a 3% strengthening/weakening of the functional currency against U.S. dollars, the net income before tax for the year ended December 31, 2018 would have increased/decreased by $896 thousand; the net income before tax for the year ended December 31, 2017 would have decreased/increased by $297 thousand.
In management’s opinion, sensitivity analysis was unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period.
b) Interest rate risk
The Group was exposed to fair value and cash flow interest rate risk because the Group held both fixed and floating interest rate financial assets and financial liabilities. The Group’s management monitors fluctuations in market interest rate regularly. If it is needed, the management will perform necessary procedures to control significant interest rate risks from fluctuations in market interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December 31 |
|---|---|
| 2018 2017 $ 890,401 $ 252,938 719,327 - 989,106 891,075 478,323 400,000 |
217
Sensitivity analysis
The Group’s sensitivity analysis is based on the floating interest rates financial assets and financial liabilities at the end of the reporting period. If interest rates had been 0.5% higher/lower and all other variables were held constant, the net income before tax for the years ended December 31, 2018 and 2017 would increase/decrease by $2,554 thousand and $2,455 thousand, respectively.
2) Credit risk
-
a) Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group is required to manage and analyze the credit risk for each of its new customers before granting the payment terms and the delivery conditions in accordance with the internal credit policy. For internal risk control, the Group assesses the credit quality of customers by considering their financial status, past experience and other factors. The limitations of individual risk are set by the board of directors based on internal or external credit ratings and regular monitoring of the use of credit lines.
-
b) There were no excess credit lines for the years ended December 31, 2018 and 2017, and the management did not expect any significant losses due to the counterparty default on its contractual obligations.
-
c) The Group transacts with a large number of unrelated customers and, thus, no concentration of credit risk was observed. Credit risk arises from cash and cash equivalents, deposit in banks and trade receivables from customers. In addition, the credit risk is not high because the counterparty of liquidity is the bank with a high credit rating granted by the rating agency.
-
d) The Group only deals with creditworthy counterparties as a means of mitigating the risk of financial loss. The Group monitors the exposure at default and the credit ratings of its counterparties continuously.
-
3) Liquidity risk
-
a) The Group’s financial control center aggregates the cash flow forecasting performed by each operating entity and monitors the forecast of the Group’s liquidity requirements to ensure that it has sufficient funds to meet operational needs.
-
b) The remaining cash held by each operating entity is invested in demand deposits and marketable securities when it exceeds the management of working capital. The selected instruments have appropriate maturity dates or sufficient liquidity to meet the above forecast and provide sufficient water level.
218
- c) The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay.
December 31, 2018
| d) | On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $ 141,072 Floating interest rate liabilities 78,323 Fixed interest rate liabilities - $ 219,395 December 31, 2017 On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing liabilities $ 161,683 Floating interest rate liabilities - $ 161,683 Financing facilities Unsecured bank loan facilities Amount used Amount unused Secured bank loan facilities Amount used Amount unused |
1-5 Years 5+ Years $ 43,985 $ - 400,000 - 719,327 - $ 1,163,312 $ - 1-5 Years 5+ Years $ 59,831 $ - 400,000 - $ 459,831 $ - December 31 |
1-5 Years 5+ Years $ 43,985 $ - 400,000 - 719,327 - $ 1,163,312 $ - 1-5 Years 5+ Years $ 59,831 $ - 400,000 - $ 459,831 $ - December 31 |
1-5 Years 5+ Years $ 43,985 $ - 400,000 - 719,327 - $ 1,163,312 $ - 1-5 Years 5+ Years $ 59,831 $ - 400,000 - $ 459,831 $ - December 31 |
|
|---|---|---|---|---|---|
| 2018 $ - 50,000 $ 50,000 $ 478,323 219,177 $ 697,500 |
2017 $ - - $ - $ 400,000 - $ 400,000 |
219
33. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
- a. Related party name and category
| Related Party Name Jourdeness Cosmetic., Sdn Bhd. (“Cosmetic”) Jourdeness Canada Enterprises Inc. Jourdenwell Medical Beauty Clinic Co., Ltd. (“Jourdenwell”) Chen, Cheng-Hsiung Chen, Cheng-Tzu |
Related Party Category |
|---|---|
| Related party in substance Related party in substance Related party in substance Key management personnel (Chairman of the Company) Key management personnel (Director of the Company) |
- b. Sales of goods - net revenue from sale of goods
| Related Party Category Related party in substance |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 24 |
2017 $ 8,171 |
The selling price of the Group to the related parties was negotiated among each other. The payment terms for the related parties were 60 days to 90 days after shipment of goods, and they were similar to those from the third party.
- c. Purchases of goods
| Related Party Category Related party in substance |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ - |
2017 $ 6,013 |
Purchases were made at market price discounted to reflect the quantity of goods purchased and the relationships between the parties.
- d. Trade receivables from related parties
| Related Party Category Related party in substance |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ - |
2017 $ 464 |
The outstanding trade receivables from related parties were unsecured. For the years ended December 31, 2018 and 2017, no impairment loss was recognized for trade receivables from related parties.
220
e. Other receivables from related parties
| Related Party Category/Name Related party in substance Cosmetic Jourdenwell |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 2,288 426 $ 2,714 |
2017 $ 9,280 - $ 9,280 |
- f. Other payables to related parties
| Related Party Category/Name Related party in substance Jourdenwell Acquisitions of property, plant and equipment Related Party Category Key management personnel |
December 31 | December 31 | |
|---|---|---|---|
| 2018 2017 $ 1,957 $ - Purchase Price |
|||
| For the Year Ended | December 31 | ||
| 2018 $ 72,960 |
2017 $ - |
- g. Acquisitions of property, plant and equipment
Related Party Category Key management personnel
- h. Acquisitions of assets (2018: None)
Related Party Category/Name Account Items Related party in substance Cosmetic Inventories Cosmetic Other current assets Cosmetic Customer relationship Cosmetic Goodwill Cosmetic Deferred tax assets Cosmetic Advance receipts |
Purchase Price |
|---|---|
| For the Year Ended December 31, 2017 $ 1,620 85 51,296 29,786 26,144 (108,931) $ - |
i. Rental revenue
| Related Party Category/Name Related party in substance Jourdenwell |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 1,328 |
2017 $ - |
221
- j. Endorsements and guarantees
Endorsements and guarantees given by related parties
| Related Party Category/Name Key management personnel Amount endorsed Amount utilized (reported as short-term and long-term borrowings) |
December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 747,500 $ 478,323 |
2017 $ 400,000 $ 400,000 |
- k. Compensation of key management personnel
| Short-term employee benefits Post-employment benefits Share-based payments |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2018 $ 22,988 325 7,928 $ 31,241 |
2017 $ 21,535 368 7,998 $ 29,901 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
34. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral applications as follows:
| Buildings Buildings Land Land Financial assets at amortized cost - trust time deposits Financial assets at amortized cost - pledged time deposits Financial assets at amortized cost - reserve bank deposits Financial assets at amortized cost - demand deposits |
December 31 2018 2017 Collateral Applications $ 252,317 $ 258,639 Performance bond (a) and (c) 91,804 - Guarantees of bank loans 216,067 216,067 Performance bond (a) and (c) 587,940 528,393 Guarantees of bank loans 175,000 175,000 Performance bond (b) and (c) 75,001 53,818 Performance bond (a) and (c) 1,347 1,837 Membership Installment Payment Plan 893 907 Property maintenance funds $ 1,400,369 $ 1,234,661 |
|
|---|---|---|
| 2018 $ 252,317 91,804 216,067 587,940 175,000 75,001 1,347 893 $ 1,400,369 |
- a. Subsidiary Jourdeness International entrusts the credit bank to process the collection and payment from the credit card holder’s account. Since the service provided by Jourdeness International is of a pre-receipt nature, the failure of Jourdeness International to satisfy performance obligations will cause losses on the credit card bank. Therefore, Jourdeness International has agreed to provide time deposit as collateral to obtain credit line with credit bank, and the guaranteed amount is $74,000 thousand. In addition, Jourdeness International signed an agreement with National Credit Card Center of the ROC and agreed to obtain a comprehensive credit line by pledging buildings and land as collateral. The credit bank issues
222
a performance statement with a guarantee amount of $350,000 thousand which is the guarantee for the credit card losses caused by Jourdeness International’s promise to pay for the bank’s default.
-
b. For the purpose of strengthening the protection of consumer rights by Jourdeness International, in addition to the original performance bond, the “Guarantee Trust Deed Agreement” was approved by Jourdeness International’s board of directors on August 28, 2015. The agreement states that Jourdeness International needs to consider the liquidity and the enhancement of the guarantee reserve rate, and be responsible for trust management through the trust management bank, as well as 30% of the advance receipts which are based on the Jourdeness International’s recent audit report deducted by the performance bond as a guarantee reserve have to be remitted to the trust account. If Jourdeness International fails to perform its services or goods in accordance with the contract from customer, consumers can obtain relevant rulings through formal channels to ensure their remaining rights.
-
c. The performance bonds provided by Jourdeness International were $599,000 thousand and $508,000 thousand as of December 31, 2018 and 2017, respectively, which had complied with the commitment guarantee amount as stated in (b) above.
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, the capital expenditures that the Group has committed but not incurred are as follows:
| Property, plant and equipment | December 31 | December 31 | |
|---|---|---|---|
| 2018 $ 9,380 |
2017 $ 22,913 |
36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2018
| Foreign | Functional | ||||
|---|---|---|---|---|---|
| Currencies | Currencies | Carrying | |||
| (In | Exchange Rate | (In | Amount (In | ||
| Thousands) | (In Dollars) | Thousands) | Thousands) |
||
| Financial assets | |||||
| Monetary items | |||||
| USD | $ | 7,078 |
30.715 (USD:NTD) | $ 217,413 | $ 217,413 |
| Financial liabilities | |||||
| Monetary items | |||||
| USD | 8,050 | 30.715 (USD:NTD) | 247,256 | 247,256 |
223
December 31, 2017
| Foreign | Functional | Functional | |||||
|---|---|---|---|---|---|---|---|
| Currencies | Currencies | Carrying | |||||
| (In | Exchange Rate | (In | Amount (In | ||||
| Thousands) | (In Dollars) | Thousands) | Thousands) |
||||
| Financial assets | |||||||
| Monetary items | |||||||
| USD | $ | 2,832 |
29.76 (USD:NTD) | $ | 84,290 |
$ | 84,290 |
| RMB | 3,227 | 4.57 (RMB:NTD) | 14,730 | 14,730 | |||
| Financial liabilities | |||||||
| Monetary items | |||||||
| USD | 2,500 | 29.76 (USD:NTD) | 74,400 | 74,400 |
For the years ended December 31, 2018 and 2017, net foreign exchange gains (losses) were $949 thousand and $(10,198) thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions.
37. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees
-
1) Financing provided to others (Table 1);
-
2) Endorsements/guarantees provided (Table 2);
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (None);
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None);
-
5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None);
-
6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None);
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None);
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None);
-
9) Trading in derivative instruments (None);
-
10) Intercompany relationships and significant intercompany transactions (Table 3);
-
11) Information on investees (Table 4).
224
-
b. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 5).
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 6):
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
38. SEGMENT INFORMATION
Information reported to the chief operating decision maker was based on the types of business units. Business units include Jourdeness International, Jourdeness (Guangzhou) Cosmetics, Jourdeness Enterprise Management and MY.
The operating segments’ accounting policies were similar to the Group as detailed in Note 4. The operating segments’ profit or loss is measured in terms of profit or loss before tax and serves as the basis for assessing performance.
- a. Segment revenues and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
For the year ended December 31, 2018
| Revenue from external customers Inter-segment revenue Consolidated revenue Segment income Other income Other gains and losses Finance costs Profit before tax |
Jourdeness International $ 1,235,421 40,393 $ 1,275,814 $ 95,359 |
Jourdeness (Guangzhou) Cosmetics $ 1,725,450 11,740 $ 1,737,190 $ 608,162 |
Jourdeness Enterprise Management $ 34,529 3,597 $ 38,126 $ 4,100 |
MY $ 113,096 - $ 113,096 $ 46,646 |
Other $ - - $ - $ (53,576) |
Elimination $ - (55,730) $ (55,730) $ - |
Total $ 3,108,496 - $ 3,108,496 $ 700,691 35,029 (7,960 ) (6,999) $ 720,761 |
|---|---|---|---|---|---|---|---|
225
For the year ended December 31, 2017
| Revenue from external customers Inter-segment revenue Consolidated revenue Segment income Other income Other gains and losses Finance costs Profit before tax |
Jourdeness International $ 1,244,054 35,778 $ 1,279,832 $ 141,751 |
Jourdeness (Guangzhou) Cosmetics $ 985,666 9,429 $ 995,095 $ 96,864 |
Jourdeness Enterprise Management $ 29,412 7,880 $ 37,292 $ 6,694 |
MY $ 54,388 - $ 54,388 $ 20,923 |
Other $ - 5,841 $ 5,841 $ (47,766) |
Elimination $ - (58,928) $ (58,928) $ - |
Total $ 2,313,520 - |
|---|---|---|---|---|---|---|---|
| $ 2,313,520 | |||||||
$ 218,466 38,168 (18,688 ) (3,002) |
|||||||
$ 234,944 |
The segment revenues were all generated from external customers. All intercompany transactions in 2018 and 2017 have been eliminated on consolidation.
Segment profit represented the profit before tax earned by each segment without interest income, rental revenue, gains or losses on disposal of property, plant and equipment and exchange gains or losses. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
-
b. Revenue from major products and services: Refer to Note 24.
-
c. Geographical information
The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.
China Taiwan Other |
Revenue from External Customers For the Year Ended December 31 2018 2017 $ 1,759,979 $ 1,015,078 1,235,397 1,235,883 113,120 62,559 $ 3,108,496 $ 2,313,520 |
Revenue from External Customers For the Year Ended December 31 2018 2017 $ 1,759,979 $ 1,015,078 1,235,397 1,235,883 113,120 62,559 $ 3,108,496 $ 2,313,520 |
Non-current Assets | Non-current Assets | |
|---|---|---|---|---|---|
| December 31 | |||||
| 2018 $ 1,759,979 1,235,397 113,120 $ 3,108,496 |
2018 $ 1,669,784 1,694,312 84,392 $ 3,448,488 |
2017 $ 1,576,578 1,592,544 83,691 $ 3,252,813 |
Non-current assets exclude those which are classified as financial instruments and deferred tax assets.
- d. Information about major customers
No single customer contributed 10% or more to the Group’s revenue.
226
TABLE 1
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period (Note 3) |
Ending Balance |
Actual Borrowing Amount |
Interest Rate |
Nature of Financing |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower (Note 2) |
Aggregate Financing Limits (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | Bio-Jourdeness International Group Co., Ltd. |
Jourdeness Group Limited |
Other receivables from related parties |
Yes | $ 168,933 (US$ 5,500 thousand) |
$ 168,933 (US$ 5,500 thousand) |
$ 168,933 (US$ 5,500 thousand) |
- | Short-term financing | $ - | Operating capital | $ - | - | - | $ 248,458 | $ 248,458 |
| 2 | Jourdeness (Guangzhou) Cosmetics Co. Ltd. |
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co. Ltd. |
Other receivables from related parties |
Yes | $ 44,720 (RMB 10,000 thousand) |
$ 44,720 (RMB 10,000 thousand) |
$ 4,472 (RMB 1,000 thousand) |
- | Short-term financing | - |
Operating capital | - | - | - | 547,431 | 547,431 |
-
Note 1: The information of note column is as follows:
-
a. The Company: 0.
-
b. The subsidiaries are marked in numerical order from 1.
Note 2: The total amount of the financing provided by the Company to others, collectively and to any individual entity shall not exceed 40% of its net worth. The Company’s net worth was calculated as of December 31, 2018.
Note 3: The calculation was based on the spot exchange rate of December 31, 2018.
Note 4: All intercompany transactions have been eliminated on consolidation.
227
TABLE 2
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| No. | Endorsee/Guarantee | Endorsee/Guarantee | Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Notes 2 and 3) |
Maximum Amount Endorsed/ Guaranteed During the Period (Note 3) |
Outstanding Endorsement/ Guarantee at the End of the Period (Note 3) |
Actual Borrowing Amount (Note 3) |
Amount Endorsed/ Guaranteed by Collateral (Note 3) |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries (Note 4) |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent (Note 4) |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China (Note 4) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Endorser/Guarantor | Name | Relationship | |||||||||||
| 1 | Bio-Jourdeness International Group Co., Ltd. |
Jourdeness Group Limited | Parent | $ 310,573 | $ 92,145 (US$ 3,000 thousand) |
$ 89,645 (US$ 2,919 thousand) |
$ 78,323 (US$ 2,550 thousand) |
$ 92,145 (US$ 3,000 thousand) |
4.81 | $ 621,145 | N | Y | N |
Note 1: The information of note column is as follows:
-
a. The Company: 0.
-
b. The subsidiaries are marked in numerical order from 1.
Note 2: The total amount of the guarantee provided by the Company to others, collectively and to any individual entity shall not exceed 100% and 50% of its net worth, respectively. The Company’s net worth was calculated as of December 31, 2018.
-
Note 3: The calculation was based on the spot exchange rate of December 31, 2018.
-
Note 4: Endorsement/guarantee given by parent on behalf of subsidiaries marked as “Y”; endorsement/guarantee given by subsidiaries on behalf of parent marked as “Y”; endorsement/guarantee given on behalf of companies in mainland China marked as “Y”.
228
TABLE 3
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Investee Company |
Counterparty | Relationship (Note 2) |
Transactions | Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Transaction Terms | % of Total Sales or Assets (Note 3) |
||||
| 0 | Jourdeness Group Limited | Bio-Jourdeness International Group Co., Ltd. | a | Other payables from related parties | $ 168,933 | No significant difference to others | 3 |
| 1 | Bio-Jourdeness International Group Co., Ltd. | Jourdeness (Guangzhou) Cosmetic Co., Ltd. | c | Sales revenue | 26,800 | No significant difference to others | 1 |
Note 1: The information about the transactions between the Company and its subsidiaries is marked in the note column as follows:
-
a. The Company: 0.
-
b. The subsidiaries are marked in numerical order from 1.
Note 2: Investment types are as follows:
-
a. The Company to the subsidiaries.
-
b. The subsidiaries to the Company.
-
c. Between the subsidiaries.
-
Note 3: The ratio of transaction amounts to total sales revenue or assets was calculated as follows: (1) Asset or liability: The ratio was calculated based on the ending balance over the total consolidated assets; (2) Income or loss: The ratio was calculated based on the midterm accumulated amounts over the total consolidated sales revenue.
Note 4: All intercompany transactions have been eliminated on consolidation.
229
TABLE 4
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Business Content | Original Investment Amount | Original Investment Amount | As of December 31, 2018 | As of December 31, 2018 | As of December 31, 2018 | Net Income (Loss) of Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2018 |
December 31, 2017 |
Number of Shares |
% | Carrying Amount |
|||||||
| The Company | Bio-Jourdeness International Group Co., Ltd. Success United Limited Jourdeness Development Limited Bio-Jourdeness Cosmetic Co. (MY) Sdn. Bhd. |
Taiwan Samoa Hong Kong Malaysia |
Beauty and body spa business and manufacture of cosmetics Investment Investment Beauty and body spa business |
$ 130,000 224,494 32,320 7,857 |
$ 130,000 224,494 32,320 7,857 |
13,000,000 6,529,401 1,000,000 1,100,750 |
100.00 100.00 100.00 100.00 |
$ 621,145 1,368,904 43,034 57,864 |
$ 74,667 470,157 7,026 34,467 |
$ 74,667 470,157 7,026 34,467 |
Note Note Note Note |
Note: All intercompany transactions have been eliminated on consolidation.
230
TABLE 5
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Investee Company | Business Content | Paid-in Capital (Note 1) |
Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2018 |
Investment Flows | Investment Flows | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2018 |
Net Income (Loss) of Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) (Note 4) |
Carrying Amount as of December 31, 2018 (Note 4) |
Accumulated Repatriation of Investment Income as of December 31, 2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Jourdeness (Guangzhou) Cosmetics Co. Ltd. Jourdeness (Guangzhou) Cosmetology Enterprise Management Co. Ltd. Changsha Jourdeness Enterprise Management Consulting Co. Ltd. Chengdu Jourdeness Enterprise Management Consulting Co. Ltd. Wuhan Jourdeness Enterprise Management Consulting Co. Ltd. |
Manufacture of cosmetics and beauty and body spa business Consulting services of beauty and body spa business Consulting services of beauty and body spa business Consulting services of beauty and body spa business Consulting services of beauty and body spa business |
$ 286,552 30,531 - - - |
Note 2 Note 2 Note 2 Note 2 Note 2 |
$ - - - - - |
$ - - - - - |
$ - - - - - |
$ - - - - - |
$ 470,190 7,026 605 378 685 |
100.00 100.00 100.00 100.00 100.00 |
$ 470,190 7,026 605 378 685 |
$ 1,368,578 43,079 - - - |
$ - - - - - |
|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2018 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 3) $ - $ - $ - |
|||||||||||||
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2018 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 3) |
|||||||||||
| $ - | $ - | $ - |
Note 1: The calculation was based on the spot exchange rate of December 31, 2018.
Note 2: The Company indirectly invested in subsidiaries in China by investing via third region.
Note 3: The Company was incorporated in Cayman Islands and not restricted to “Guideline Governing the Review of Investment or Technical Cooperation in the Mainland Area.”
Note 4: All intercompany transactions have been eliminated on consolidation. The basis for investment income (loss) recognition is the financial statements audited and attested by parent company’s CPA in the ROC.
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TABLE 6
JOURDENESS GROUP LIMITED AND SUBSIDIARIES
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES
FOR THE YEAR ENDED DECEMBER 31, 2018
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Transaction Type |
Purchase/Sale | Purchase/Sale | Price | Transaction Details | Transaction Details | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Unrealized (Gain) Loss |
Note |
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment Terms | Comparison with Normal Transactions |
Ending Balance | % |
|||||
| Jourdeness (Guangzhou) Cosmetics Co. Ltd. |
Sale | $ 26,800 | 2.13 | $ - | Collect within 90 days after shipment of goods |
No significant difference to others | $ 7,586 | 4.32 | $ - |
Note: All intercompany transactions have been eliminated on consolidation.
232